Tanger Inc 10-Q for FY2022 Q1
Tanger Inc. (SKT)
10-Q
2022-05-09
For: 2022-03-31
View Original
Added on
April 09, 2026
About this 10-Q
Tanger Inc filed this 10-Q on May 9, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $108.87M
- up 8.1% from $100.69M a year earlier
- Net income
- $20.52M
- up 396.4% from net income of $4.13M a year earlier
- Diluted EPS
- $0.19
- up 375.0% from $0.04 a year earlier
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
For the quarterly period ended March 31, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
For the transition period from _________ to _________
Commission file number: 1-11986 (Tanger Factory Outlet Centers, Inc.)
Commission file number: 333-3526-01 (Tanger Properties Limited Partnership)
(Exact name of registrant as specified in its charter)
| (Tanger Factory Outlet Centers, Inc.) | ||||||||
| (Tanger Properties Limited Partnership) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(336 ) 292-3010
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Tanger Factory Outlet Centers, Inc.:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
$0.01 par value | ||||||||
Tanger Properties Limited Partnership:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Tanger Factory Outlet Centers, Inc. | ☒ | No | ☐ | |||||||||||
| Tanger Properties Limited Partnership | ☒ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Tanger Factory Outlet Centers, Inc. | ☒ | No | ☐ | |||||||||||
| Tanger Properties Limited Partnership | ☒ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Tanger Factory Outlet Centers, Inc. | ||||||||||||||
| ☒ | Accelerated Filer | ☐ | ||||||||||||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||
| Emerging Growth Company | ||||||||||||||
| Tanger Properties Limited Partnership | ||||||||||||||
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||||||||||
| ☒ | Smaller Reporting Company | |||||||||||||
| Emerging Growth Company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Tanger Factory Outlet Centers, Inc. | ☐ | ||||
| Tanger Properties Limited Partnership | ☐ | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Tanger Factory Outlet Centers, Inc. | Yes | No | ☒ | |||||||||||
| Tanger Properties Limited Partnership | Yes | No | ☒ | |||||||||||
As of April 29, 2022, there were 104,394,192 common shares of Tanger Factory Outlet Centers, Inc. outstanding, $.01 par value.
EXPLANATORY NOTE
This report combines the unaudited quarterly reports on Form 10-Q for the quarter ended March 31, 2022 of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. The Company is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”), which, through its controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. The outlet centers and other assets are held by, and all of the operations are conducted by, the Operating Partnership. Accordingly, the descriptions of the business, employees and properties of the Company are also descriptions of the business, employees and properties of the Operating Partnership. As the Operating Partnership is the issuer of our registered debt securities, we are required to present a separate set of financial statements for this entity.
The Company, including its wholly-owned subsidiary, Tanger LP Trust, owns the majority of the units of partnership interest issued by the Operating Partnership. The Company controls the Operating Partnership as its sole general partner. Tanger LP Trust holds a limited partnership interest. As of March 31, 2022, the Company and its wholly owned subsidiaries owned 104,469,061 units of the Operating Partnership and other limited partners (the “Non-Company LPs”) collectively owned 4,761,559 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s status as a REIT. Class B common limited partnership units, which are held by Tanger LP Trust, are not exchangeable for common shares of the Company.
Management operates the Company and the Operating Partnership as one enterprise. The management of the Company consists of the same members as the management of the Operating Partnership. These individuals are officers of the Company and employees of the Operating Partnership.
We believe combining the quarterly reports on Form 10-Q of the Company and the Operating Partnership into this single report results in the following benefits:
•enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
•creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are only a few differences between the Company and the Operating Partnership, which are reflected in the disclosure in this report. We believe it is important, however, to understand these differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated consolidated company.
As stated above, the Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership, including through its wholly-owned subsidiary, Tanger LP Trust. As a result, the Company does not conduct business itself, other than issuing public equity from time to time and incurring expenses required to operate as a public company. However, all operating expenses incurred by the Company are reimbursed by the Operating Partnership, thus the only material item on the Company’s income statement is its equity in the earnings of the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. The Company itself does not hold any indebtedness but does guarantee certain debt of the Operating Partnership, as disclosed in this report.
2
The Operating Partnership holds all of the outlet centers and other assets, including the ownership interests in consolidated and unconsolidated joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by the Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates the capital required through its operations, its incurrence of indebtedness or through the issuance of partnership units.
Noncontrolling interests, shareholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partnership interests in the Operating Partnership held by the Non-Company LPs are accounted for as partners’ capital in the Operating Partnership’s financial statements and as noncontrolling interests in the Company’s financial statements.
To help investors understand the significant differences between the Company and the Operating Partnership, this report presents the following separate sections, for each of the Company and the Operating Partnership:
•Consolidated financial statements;
•The following notes to the consolidated financial statements:
•Debt of the Company and the Operating Partnership;
•Shareholders’ Equity and Partners’ Equity;
•Earnings Per Share and Earnings Per Unit;
•Accumulated Other Comprehensive Income of the Company and the Operating Partnership; and
•Liquidity and Capital Resources in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Company and Operating Partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
The separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company operates the business through the Operating Partnership.
The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
3
TANGER FACTORY OUTLET CENTERS, INC. AND TANGER PROPERTIES LIMITED PARTNERSHIP
Index
| Page Number | |||||
| Part I. Financial Information | |||||
| Item 1. | |||||
FINANCIAL STATEMENTS OF TANGER FACTORY OUTLET CENTERS, INC. (Unaudited) | |||||
Consolidated Balance Sheets - as of March 31, 2022 and December 31, 2021 | |||||
Consolidated Statements of Operations - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Shareholders’ Equity - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Cash Flows - for the three months ended March 31, 2022 and 2021 | |||||
FINANCIAL STATEMENTS OF TANGER PROPERTIES LIMITED PARTNERSHIP (Unaudited) | |||||
Consolidated Balance Sheets - as of March 31, 2022 and December 31, 2021 | |||||
Consolidated Statements of Operations - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Comprehensive Income - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Equity - for the three months ended March 31, 2022 and 2021 | |||||
Consolidated Statements of Cash Flows - for the three months ended March 31, 2022 and 2021 | |||||
| Notes to Consolidated Financial Statements of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership | |||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | |||||
| Item 4. Controls and Procedures (Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership) | |||||
| Part II. Other Information | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 6. Exhibits | |||||
| Signatures | |||||
4
PART I. - FINANCIAL INFORMATION
Item 1 - Financial Statements of Tanger Factory Outlet Centers, Inc.
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data, unaudited)
| March 31, 2022 | December 31, 2021 | |||||||||||||
| Assets | ||||||||||||||
| Rental property: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings, improvements and fixtures | ||||||||||||||
| Construction in progress | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Total rental property, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Investments in unconsolidated joint ventures | ||||||||||||||
| Deferred lease costs and other intangibles, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Prepaids and other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Liabilities | ||||||||||||||
| Debt: | ||||||||||||||
| Senior, unsecured notes, net | $ | $ | ||||||||||||
| Unsecured term loan, net | ||||||||||||||
| Mortgages payable, net | ||||||||||||||
| Unsecured lines of credit | ||||||||||||||
| Total debt | ||||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Tanger Factory Outlet Centers, Inc.: | ||||||||||||||
Common shares, $ | ||||||||||||||
| Paid in capital | ||||||||||||||
| Accumulated distributions in excess of net income | ( | ( | ||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Equity attributable to Tanger Factory Outlet Centers, Inc. | ||||||||||||||
| Equity attributable to noncontrolling interests: | ||||||||||||||
| Noncontrolling interests in Operating Partnership | ||||||||||||||
| Noncontrolling interests in other consolidated partnerships | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data, unaudited)
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental revenues | $ | $ | ||||||||||||||||||||||||
| Management, leasing and other services | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Property operating | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Other income (expense) | ( | |||||||||||||||||||||||||
| Total other income (expense) | ( | ( | ||||||||||||||||||||||||
| Income before equity in earnings of unconsolidated joint ventures | ||||||||||||||||||||||||||
| Equity in earnings of unconsolidated joint ventures | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Noncontrolling interests in Operating Partnership | ( | ( | ||||||||||||||||||||||||
| Noncontrolling interests in other consolidated partnerships | ||||||||||||||||||||||||||
| Net income attributable to Tanger Factory Outlet Centers, Inc. | $ | $ | ||||||||||||||||||||||||
| Basic earnings per common share: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per common share: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||
| Change in fair value of cash flow hedges | ||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||
| Comprehensive (income) attributable to noncontrolling interests | ( | ( | ||||||||||||||||||||||||
| Comprehensive income attributable to Tanger Factory Outlet Centers, Inc. | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except share and per share data, unaudited)
| Common shares | Paid in capital | Accumulated distributions in excess of earnings | Accumulated other comprehensive loss | Equity attributable to Tanger Factory Outlet Centers, Inc. | Noncontrolling interests in Operating Partnership | Noncontrolling interests in other consolidated partnerships | Total equity | ||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||
| Compensation under Incentive Award Plan | — | — | — | — | — | ||||||||||||||||||||||||
Grant of | ( | — | — | — | — | — | |||||||||||||||||||||||
Issuance of | — | — | — | — | |||||||||||||||||||||||||
Withholding of | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | — | ||||||||||||||||||||||
| Adjustment for noncontrolling interests in Operating Partnership | — | ( | — | — | ( | — | |||||||||||||||||||||||
Common dividends ($ | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||
Balance, March 31, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
| TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (In thousands, except share and per share data, unaudited) | |||||||||||||||||||||||||||||
| Common shares | Paid in capital | Accumulated distributions in excess of earnings | Accumulated other comprehensive loss | Equity attributable to Tanger Factory Outlet Centers, Inc. | Noncontrolling interests in Operating Partnership | Noncontrolling interests in other consolidated partnerships | Total equity | ||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||
| Compensation under Incentive Award Plan | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of | — | — | — | — | — | ||||||||||||||||||||||||
Grant of | ( | — | — | — | — | — | |||||||||||||||||||||||
Withholding of | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||
| Adjustment for noncontrolling interests in Operating Partnership | — | — | — | ( | — | ||||||||||||||||||||||||
Common dividends ($ | — | — | ( | — | ( | — | — | ( | |||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||
Balance, March 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
9
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Three months ended March 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Equity in earnings of unconsolidated joint ventures | ( | ( | ||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Amortization of debt (premiums) and discounts, net | ||||||||||||||
| Amortization (accretion) of market rent rate adjustments, net | ( | |||||||||||||
| Straight-line rent adjustments | ||||||||||||||
| Distributions of cumulative earnings from unconsolidated joint ventures | ||||||||||||||
| Other non-cash | ||||||||||||||
| Changes in other assets and liabilities: | ||||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable and accrued expenses | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Additions to rental property | ( | ( | ||||||||||||
| Additions to investments in unconsolidated joint ventures | ( | |||||||||||||
| Net proceeds from sale of assets | ||||||||||||||
| Additions to non-real estate assets | ( | ( | ||||||||||||
| Distributions in excess of cumulative earnings from unconsolidated joint ventures | ||||||||||||||
| Additions to deferred lease costs | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Cash dividends paid | ( | ( | ||||||||||||
| Distributions to noncontrolling interests in Operating Partnership | ( | ( | ||||||||||||
| Proceeds from notes, mortgages and loans | ||||||||||||||
| Repayments of notes, mortgages and loans | ( | ( | ||||||||||||
| Employee income taxes paid related to shares withheld upon vesting of equity awards | ( | ( | ||||||||||||
| Additions to deferred financing costs | ( | ( | ||||||||||||
| Proceeds from exercise of options | ||||||||||||||
| Proceeds from common share offering | ||||||||||||||
| Payment for other financing activities | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of foreign currency rate changes on cash and cash equivalents | ( | ( | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
10
Item 1 - Financial Statements of Tanger Properties Limited Partnership
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data, unaudited)
| March 31, 2022 | December 31, 2021 | |||||||||||||
| Assets | ||||||||||||||
| Rental property: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings, improvements and fixtures | ||||||||||||||
| Construction in progress | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Total rental property, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Investments in unconsolidated joint ventures | ||||||||||||||
| Deferred lease costs and other intangibles, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Prepaids and other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Liabilities | ||||||||||||||
| Debt: | ||||||||||||||
| Senior, unsecured notes, net | $ | $ | ||||||||||||
| Unsecured term loan, net | ||||||||||||||
| Mortgages payable, net | ||||||||||||||
| Unsecured lines of credit | ||||||||||||||
| Total debt | ||||||||||||||
| Accounts payable and accrued expenses | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Equity | ||||||||||||||
| Partners’ Equity: | ||||||||||||||
General partner, | ||||||||||||||
Limited partners, | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total partners’ equity | ||||||||||||||
| Noncontrolling interests in consolidated partnerships | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
11
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data, unaudited)
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Rental revenues | $ | $ | ||||||||||||||||||||||||
| Management, leasing and other services | ||||||||||||||||||||||||||
| Other revenues | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Property operating | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Other income (expense) | ( | |||||||||||||||||||||||||
| Total other income (expense) | ( | ( | ||||||||||||||||||||||||
| Income before equity in earnings of unconsolidated joint ventures | ||||||||||||||||||||||||||
| Equity in earnings of unconsolidated joint ventures | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Noncontrolling interests in consolidated partnerships | ||||||||||||||||||||||||||
| Net income available to partners | ||||||||||||||||||||||||||
| Net income available to limited partners | ||||||||||||||||||||||||||
| Net income available to general partner | $ | $ | ||||||||||||||||||||||||
| Basic earnings per common unit: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per common unit: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
12
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||
| Changes in fair value of cash flow hedges | ||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||
| Comprehensive (income) attributable to noncontrolling interests in consolidated partnerships | ||||||||||||||||||||||||||
| Comprehensive income attributable to the Operating Partnership | $ | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
13
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except unit and per unit data, unaudited)
| General partner | Limited partners | Accumulated other comprehensive loss | Total partners’ equity | Noncontrolling interests in consolidated partnerships | Total equity | ||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||
| Compensation under Incentive Award Plan | — | — | — | ||||||||||||||||||||
Grant of | — | — | — | — | — | — | |||||||||||||||||
Issuance of | — | — | |||||||||||||||||||||
Withholding of | — | ( | — | ( | — | ( | |||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | ||||||||||||||||||
Common distributions ($ | ( | ( | — | ( | — | ( | |||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except unit and per unit data, unaudited) | |||||||||||||||||||||||
| General partner | Limited partners | Accumulated other comprehensive loss | Total partners’ equity | Noncontrolling interests in consolidated partnerships | Total equity | ||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
| Net income | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | ||||||||||||||||||||
| Compensation under Incentive Award Plan | — | — | — | ||||||||||||||||||||
Issuance of | — | — | — | ||||||||||||||||||||
Withholding of | — | ( | — | ( | — | ( | |||||||||||||||||
Grant of | — | — | — | — | — | — | |||||||||||||||||
Common distributions ($ | ( | ( | — | ( | — | ( | |||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
14
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
| Three months ended March 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| OPERATING ACTIVITIES | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Equity in earnings of unconsolidated joint ventures | ( | ( | ||||||||||||
| Equity-based compensation expense | ||||||||||||||
| Amortization of debt (premiums) and discounts, net | ||||||||||||||
| Amortization (accretion) of market rent rate adjustments, net | ( | |||||||||||||
| Straight-line rent adjustments | ||||||||||||||
| Distributions of cumulative earnings from unconsolidated joint ventures | ||||||||||||||
| Other non-cash | ||||||||||||||
| Changes in other assets and liabilities: | ||||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable and accrued expenses | ( | ( | ||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| INVESTING ACTIVITIES | ||||||||||||||
| Additions to rental property | ( | ( | ||||||||||||
| Additions to investments in unconsolidated joint ventures | ( | |||||||||||||
| Net proceeds from sale of assets | ||||||||||||||
| Additions to non-real estate assets | ( | ( | ||||||||||||
| Distributions in excess of cumulative earnings from unconsolidated joint ventures | ||||||||||||||
| Additions to deferred lease costs | ( | ( | ||||||||||||
| Other investing activities | ||||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| FINANCING ACTIVITIES | ||||||||||||||
| Cash distributions paid | ( | ( | ||||||||||||
| Proceeds from notes, mortgages and loans | ||||||||||||||
| Repayments of notes, mortgages and loans | ( | ( | ||||||||||||
| Employee income taxes paid related to shares withheld upon vesting of equity awards | ( | ( | ||||||||||||
| Additions to deferred financing costs | ( | ( | ||||||||||||
| Proceeds from exercise of options | ||||||||||||||
| Proceeds from the Company’s common share offering | ||||||||||||||
| Payment for other financing activities | ( | ( | ||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of foreign currency on cash and cash equivalents | ( | ( | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | |||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
15
TANGER FACTORY OUTLET CENTERS, INC. AND SUBSIDIARIES
TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Tanger Factory Outlet Centers, Inc. and subsidiaries is one of the largest owners and operators of outlet centers in the United States and Canada. We are a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”) which, through our controlling interest in the Operating Partnership, focuses exclusively on developing, acquiring, owning, operating and managing outlet shopping centers. As of March 31, 2022, we owned and operated 30 consolidated outlet centers, with a total gross leasable area of approximately 11.5 million square feet. We also had partial ownership interests in 6 unconsolidated outlet centers totaling approximately 2.1 million square feet, including 2 outlet centers in Canada.
Our outlet centers and other assets are held by, and all of our operations are conducted by, Tanger Properties Limited Partnership and subsidiaries. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
2. Summary of Significant Accounting Policies
Basis of Presentation
The unaudited consolidated financial statements included herein have been prepared pursuant to accounting principles generally accepted in the United States of America and should be read in conjunction with the consolidated financial statements and notes thereto of the Company’s and the Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021. The December 31, 2021 balance sheet data in this Form 10-Q was derived from audited financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the SEC’s rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial statements for the interim periods have been made. The results of interim periods are not necessarily indicative of the results for a full year.
16
We consolidate properties that are wholly-owned and properties where we own less than 100% but control such properties. Control is determined using an evaluation based on accounting standards related to the consolidation of voting interest entities and variable interest entities (“VIE”). For joint ventures that are determined to be a VIE, we consolidate the entity where we are deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. Our determination of the primary beneficiary considers all relationships between us and the VIE, including management agreements and other contractual arrangements.
Investments in real estate joint ventures that we do not control but may exercise significant influence on are accounted for using the equity method of accounting. These investments are recorded initially at cost and subsequently adjusted for our equity in the joint venture’s net income or loss, cash contributions, distributions and other adjustments required under the equity method of accounting.
For certain investments in real estate joint ventures, we record our equity in the venture’s net income or loss under the hypothetical liquidation at book value method of accounting due to the structures and the preferences we receive on the distributions from our joint ventures pursuant to the respective joint venture agreements for those joint ventures. Under this method, we recognize income and loss in each period based on the change in liquidation proceeds we would receive from a hypothetical liquidation of our investment based on depreciated book value. Therefore, income or loss may be allocated disproportionately as compared to the ownership percentages due to specified preferred return rate thresholds and may be more or less than actual cash distributions received and more or less than what we may receive in the event of an actual liquidation.
We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed to provide further financial support to these joint ventures. The carrying amount of our investments in the Charlotte, Columbus, Galveston/Houston, and National Harbor joint ventures are less than zero because of financing or operating distributions that were greater than net income, as net income includes non-cash charges for depreciation and amortization.
Impairment of Long-Lived Assets
Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount, and if less, recognize an impairment loss in an amount by which the carrying amount exceeds its fair value.
17
3. Disposition of Properties
The following table sets forth certain summarized information regarding properties sold during the three months ended March 31, 2022 and March 31, 2021:
Property (1) | Location | Date Sold | Square Feet (in 000’s) | Net Sales Proceeds (in 000’s) | Gain on Sale (in 000’s) | |||||||||||||||||||||||||||
| 2021 Disposition: | ||||||||||||||||||||||||||||||||
| Jeffersonville | Jeffersonville, Ohio | January 2021 | $ | $ | ||||||||||||||||||||||||||||
(1) The rental properties sold did not meet the criteria to be reported as discontinued operations.
4. Investments in Unconsolidated Real Estate Joint Ventures
The equity method of accounting is used to account for each of the individual joint ventures. We have an ownership interest in the following unconsolidated real estate joint ventures:
| As of March 31, 2022 | ||||||||||||||||||||||||||||||||
| Joint Venture | Outlet Center Location | Ownership % | Square Feet (in 000’s) | Carrying Value of Investment (in millions) | Total Joint Venture Debt, Net (in millions)(1) | |||||||||||||||||||||||||||
| Investments included in investments in unconsolidated joint ventures: | ||||||||||||||||||||||||||||||||
| RioCan Canada | Various | % | ||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||
| Investments included in other liabilities: | ||||||||||||||||||||||||||||||||
Columbus(2) | Columbus, OH | % | $ | ( | $ | |||||||||||||||||||||||||||
Charlotte(2) | Charlotte, NC | % | $ | ( | $ | |||||||||||||||||||||||||||
National Harbor(2) | National Harbor, MD | % | ( | |||||||||||||||||||||||||||||
Galveston/Houston (2) | Texas City, TX | % | ( | |||||||||||||||||||||||||||||
| $ | ( | |||||||||||||||||||||||||||||||
| As of December 31, 2021 | ||||||||||||||||||||||||||||||||
| Joint Venture | Outlet Center Location | Ownership % | Square Feet (in 000’s) | Carrying Value of Investment (in millions) | Total Joint Venture Debt, Net (in millions)(1) | |||||||||||||||||||||||||||
| Investments included in investments in unconsolidated joint ventures: | ||||||||||||||||||||||||||||||||
| Columbus | Columbus, OH | % | $ | $ | ||||||||||||||||||||||||||||
| RioCan Canada | Various | % | ||||||||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||||||||
| Investments included in other liabilities: | ||||||||||||||||||||||||||||||||
Charlotte(2) | Charlotte, NC | % | $ | ( | $ | |||||||||||||||||||||||||||
National Harbor(2) | National Harbor, MD | % | ( | |||||||||||||||||||||||||||||
Galveston/Houston (2) | Texas City, TX | % | ( | |||||||||||||||||||||||||||||
| $ | ( | |||||||||||||||||||||||||||||||
(1)Net of debt origination costs of $1.0 million as of March 31, 2022 and $1.0 million as of December 31, 2021.
18
Fees we received for various services provided to our unconsolidated joint ventures were recognized in management, leasing and other services as follows (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Fee: | ||||||||||||||||||||||||||
| Management and marketing | $ | $ | ||||||||||||||||||||||||
| Leasing and other fees | ||||||||||||||||||||||||||
| Expense reimbursements from unconsolidated joint ventures | ||||||||||||||||||||||||||
| Total Fees | $ | $ | ||||||||||||||||||||||||
Our investments in real estate joint ventures are reduced by the percentage of the profits earned for leasing and development services associated with our ownership interest in each joint venture. Our carrying value of investments in unconsolidated joint ventures differs from our share of the assets reported in the “Condensed Combined Balance Sheets - Unconsolidated Joint Ventures” shown below due to adjustments to the book basis, including intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures. The differences in basis (totaling $3.3 million and $3.4 million as of March 31, 2022 and December 31, 2021, respectively) are amortized over the various useful lives of the related assets.
RioCan Canada
In March 2021, the RioCan joint venture closed on the sale of its outlet center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the proceeds was approximately $4.7 million. As a result of this transaction, we recorded a loss on the sale of $3.7 million. This includes a $3.6 million charge related to the foreign currency effect of the sale recorded in other income (expense), which had been previously recorded in other comprehensive income.
Condensed combined summary financial information of unconsolidated joint ventures accounted for using the equity method is as follows (in thousands):
| Condensed Combined Balance Sheets - Unconsolidated Joint Ventures | March 31, 2022 | December 31, 2021 | ||||||||||||
| Assets | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings, improvements and fixtures | ||||||||||||||
| Construction in progress | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Total rental property, net | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Deferred lease costs and other intangibles, net | ||||||||||||||
| Prepaids and other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Owners’ Equity | ||||||||||||||
| Mortgages payable, net | $ | $ | ||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Owners’ equity | ||||||||||||||
| Total liabilities and owners’ equity | $ | $ | ||||||||||||
19
| Three months ended | ||||||||||||||||||||||||||
| Condensed Combined Statements of Operations | March 31, | |||||||||||||||||||||||||
| - Unconsolidated Joint Ventures | 2022 | 2021 | ||||||||||||||||||||||||
| Revenues | $ | $ | ||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Property operating | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||
| Gain on sale of assets | ||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| Total other expense | ( | ( | ||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| The Company and Operating Partnership’s share of: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization (real estate related) | $ | $ | ||||||||||||||||||||||||
5. Debt Guaranteed by the Company
All of the Company’s debt is held by the Operating Partnership and its consolidated subsidiaries.
The Company guarantees the Operating Partnership’s obligations with respect to its unsecured lines of credit which have a total borrowing capacity of $520.0 million as of March 31, 2022. The Company also guarantees the Operating Partnership’s unsecured term loan.
The Operating Partnership had the following principal amounts outstanding on the debt guaranteed by the Company (in thousands):
| As of | ||||||||||||||
| March 31, 2022 | December 31, 2021 | |||||||||||||
| Unsecured lines of credit | $ | $ | ||||||||||||
| Unsecured term loan | $ | $ | ||||||||||||
20
6. Debt of the Operating Partnership
The debt of the Operating Partnership consisted of the following (in thousands):
| As of | As of | |||||||||||||||||||||||||||||||||||||||||||
| March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||||||||||||||
| Stated Interest Rate(s) | Maturity Date | Principal | Book Value(1) | Principal | Book Value(1) | |||||||||||||||||||||||||||||||||||||||
| Senior, unsecured notes: | ||||||||||||||||||||||||||||||||||||||||||||
| Senior notes | % | September 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Senior notes | % | July 2027 | ||||||||||||||||||||||||||||||||||||||||||
| Senior notes | % | September 2031 | ||||||||||||||||||||||||||||||||||||||||||
| Mortgages payable: | ||||||||||||||||||||||||||||||||||||||||||||
Atlantic City (2) (3) | % | - | December 2024- December 2026 | |||||||||||||||||||||||||||||||||||||||||
| Southaven | LIBOR | + | April 2023 | |||||||||||||||||||||||||||||||||||||||||
| Unsecured term loan | LIBOR | + | April 2024 | |||||||||||||||||||||||||||||||||||||||||
| Unsecured lines of credit | LIBOR | + | July 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||
(1)Including premiums and net of debt discount and debt origination costs.
(2)The effective interest rate assigned during the purchase price allocation to the Atlantic City mortgages assumed during the acquisition in 2011 was 5.05 %.
Certain of our properties, which had a net book value of approximately $149.0 million at March 31, 2022, serve as collateral for mortgages payable. As of March 31, 2022, we maintained unsecured lines of credit that provided for borrowings of up to $520.0 million. The unsecured lines of credit as of March 31, 2022 included a $20.0 million liquidity line and a $500.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.
We provide guarantees to lenders for our joint ventures, which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. For construction and term loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0 % to 17 % of principal. The principal guarantees include terms for release or reduction based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. As of March 31, 2022, the maximum amount of unconsolidated joint venture debt guaranteed by the Company was $21.9 million.
The unsecured lines of credit and senior unsecured notes include covenants that require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95 % of funds from operations on a cumulative basis. As of March 31, 2022, we believe we were in compliance with all of our debt covenants.
21
Debt Maturities
Maturities of the existing long-term debt as of March 31, 2022 for the next five years and thereafter are as follows (in thousands):
| Calendar Year | Amount | |||||||
| For the remainder of 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| Thereafter | ||||||||
| Subtotal | ||||||||
| Net discount and debt origination costs | ( | |||||||
| Total | $ | |||||||
We have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.
22
7. Derivative Financial Instruments
The following table summarizes the terms and fair values of our derivative financial instruments, as well as their classifications within the consolidated balance sheets (notional amounts and fair values in thousands):
| Fair Value | |||||||||||||||||||||||||||||||||||||||||
| Effective Date | Maturity Date | Notional Amount | Bank Pay Rate | Company Fixed Pay Rate | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||||||
Assets (Liabilities)(1): | |||||||||||||||||||||||||||||||||||||||||
| Interest rate swaps: | |||||||||||||||||||||||||||||||||||||||||
| July 1, 2019 | February 1, 2024 | month LIBOR | % | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| January 1, 2021 | February 1, 2024 | month LIBOR | % | ||||||||||||||||||||||||||||||||||||||
| January 1, 2021 | February 1, 2024 | month LIBOR | % | ||||||||||||||||||||||||||||||||||||||
| March 1, 2021 | February 1, 2024 | month LIBOR | % | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||||||||||||||
The derivative financial instruments are comprised of interest rate swaps, which are designated and qualify as cash flow hedges, each with a separate counterparty. We do not use derivatives for trading or speculative purposes and currently do not have any derivatives that are not designated as hedges.
Changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements (in thousands):
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Interest Rate Swaps: | ||||||||||||||||||||||||||
| Amount of gain (loss) recognized in other comprehensive income (loss) | $ | $ | ||||||||||||||||||||||||
23
8. Fair Value Measurements
Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:
| Tier | Description | |||||||
| Level 1 | Observable inputs such as quoted prices in active markets | |||||||
| Level 2 | Inputs other than quoted prices in active markets that are either directly or indirectly observable | |||||||
| Level 3 | Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions | |||||||
Fair Value Measurements on a Recurring Basis
The following table sets forth our assets and liabilities that are measured at fair value within the fair value hierarchy (in thousands):
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
Fair value as of March 31, 2022: | ||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
Short-term government securities (cash and cash equivalents) | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swaps (prepaids and other assets) | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
| Fair value as of December 31, 2021: | ||||||||||||||||||||||||||
| Asset: | ||||||||||||||||||||||||||
Short-term government securities (cash and cash equivalents) | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest rate swaps (prepaids and other assets) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Interest rate swaps (other liabilities) | $ | $ | $ | $ | ||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Short-term government securities
Short-term government securities are highly liquid investments, which are classified as Level 1 in the fair value hierarchy because they are valued using quoted market prices in an active market.
24
Interest rate swaps
Fair values of interest rate swaps are estimated using Level 2 inputs based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well recognized financial principles including counterparty risks, credit spreads and interest rate projections, as well as reasonable estimates about relevant future market conditions.
Other Fair Value Disclosures
The estimated fair value within the fair value hierarchy and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | |||||||||||||
| Level 1 Quoted Prices in Active Markets for Identical Assets or Liabilities | $ | $ | ||||||||||||
| Level 2 Significant Observable Inputs | ||||||||||||||
| Level 3 Significant Unobservable Inputs | ||||||||||||||
| Total fair value of debt | $ | $ | ||||||||||||
| Recorded value of debt | $ | $ | ||||||||||||
Our senior unsecured notes are publicly-traded which provides quoted market rates. However, due to the limited trading volume of these notes, we have classified these instruments as Level 2 in the hierarchy. Our other debt is classified as Level 3 given the unobservable inputs utilized in the valuation. Our unsecured term loan, unsecured lines of credit and variable interest rate mortgages are all LIBOR based instruments. When selecting the discount rates for purposes of estimating the fair value of these instruments, we evaluated the original credit spreads and do not believe that the use of them differs materially from current credit spreads for similar instruments and therefore the recorded values of these debt instruments is considered their fair value.
The carrying values of cash and cash equivalents, receivables, accounts payable, accrued expenses and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.
25
9. Shareholders’ Equity of the Company
Dividend Declaration
In January 2022, the Company's Board of Directors declared a $0.1825 cash dividend per common share payable on February 15, 2022 to each shareholder of record on January 31, 2022, and in its capacity as General Partner of the Operating Partnership, a $0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
At-the-Market Offering
Under our at-the-market share offering program (“ATM Offering”), which commenced February 2021, we may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”). We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of funding. We currently intend to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes. As of March 31, 2022, we had approximately $60.1 million remaining available for sale under the ATM Offering program.
The following table sets forth information regarding settlements under our ATM offering program:
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Number of common shares settled during the period | ||||||||||||||||||||||||||
| Average price per share | $ | $ | ||||||||||||||||||||||||
| Aggregate gross proceeds (in thousands) | $ | $ | ||||||||||||||||||||||||
| Aggregate net proceeds after commissions and fees (in thousands) | $ | $ | ||||||||||||||||||||||||
Share Repurchase Program
In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”). The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of a repurchase covenant. On July 1, 2021, the Repurchase Covenant expired.
26
10. Partners’ Equity of the Operating Partnership
All units of partnership interest issued by the Operating Partnership have equal rights with respect to earnings, dividends and net assets. When the Company issues common shares upon the exercise of options, the grant of restricted common share awards, or the exchange of Class A common limited partnership units, the Operating Partnership issues a corresponding Class B common limited partnership unit to Tanger LP Trust, a wholly-owned subsidiary of the Company. Likewise, when the Company repurchases its outstanding common shares, the Operating Partnership repurchases a corresponding Class B common limited partnership unit held by Tanger LP Trust.
The following table sets forth the changes in outstanding partnership units for the three months ended March 31, 2022 and March 31, 2021:
| Limited Partnership Units | ||||||||||||||||||||||||||
| General Partnership Units | Class A | Class B | Total | |||||||||||||||||||||||
| Balance December 31, 2020 | ||||||||||||||||||||||||||
| Grant of restricted common share awards by the Company, net of forfeitures | ||||||||||||||||||||||||||
| Issuance of deferred units | ||||||||||||||||||||||||||
| Units withheld for employee income taxes | ( | ( | ||||||||||||||||||||||||
| Balance March 31, 2021 | ||||||||||||||||||||||||||
| Balance December 31, 2021 | ||||||||||||||||||||||||||
| Grant of restricted common share awards by the Company, net of forfeitures | ||||||||||||||||||||||||||
| Issuance of units | ||||||||||||||||||||||||||
| Options exercised | ||||||||||||||||||||||||||
| Units withheld for employee income taxes | ( | ( | ||||||||||||||||||||||||
| Balance March 31, 2022 | ||||||||||||||||||||||||||
27
11. Earnings Per Share of the Company
The following table sets forth a reconciliation of the numerators and denominators in computing the Company’s earnings per share (in thousands, except per share amounts):
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income attributable to Tanger Factory Outlet Centers, Inc. | $ | $ | ||||||||||||||||||||||||
| Less allocation of earnings to participating securities | ( | ( | ||||||||||||||||||||||||
| Net income available to common shareholders of Tanger Factory Outlet Centers, Inc. | $ | $ | ||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted average common shares | ||||||||||||||||||||||||||
| Effect of notional units | ||||||||||||||||||||||||||
| Effect of outstanding options | ||||||||||||||||||||||||||
| Diluted weighted average common shares | ||||||||||||||||||||||||||
| Basic earnings per common share: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per common share: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
We determine diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible.
Notional units granted under our equity compensation plan are considered contingently issuable common shares and are included in earnings per share if the effect is dilutive using the treasury stock method and the common shares would be issuable if the end of the reporting period were the end of the contingency period. For the three months ended March 31, 2022, approximately 139,000 notional units were excluded from the computation and for the three months ended March 31, 2021, approximately 1.1 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.
With respect to outstanding options, the effect of dilutive common shares is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common shares at the average market price during the period. For the three months ended March 31, 2022, approximately 297,000 options were excluded from the computation and for the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation, as they were anti-dilutive.
The assumed exchange of the partnership units held by the Non-Company LPs as of the beginning of the year, which would result in the elimination of earnings allocated to the noncontrolling interest in the Operating Partnership, would have no impact on earnings per share since the allocation of earnings to a common limited partnership unit, as if exchanged, is equivalent to earnings allocated to a common share.
Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to dividends or dividend equivalents. The impact of these unvested restricted common share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted common share awards based on dividends declared and the unvested restricted common shares’ participation rights in undistributed earnings. Unvested restricted common shares that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per share computation if the effect is dilutive, using the treasury stock method.
28
12. Earnings Per Unit of the Operating Partnership
The following table sets forth a reconciliation of the numerators and denominators in computing earnings per unit (in thousands, except per unit amounts):
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income attributable to partners of the Operating Partnership | $ | $ | ||||||||||||||||||||||||
| Less allocation of earnings to participating securities | ( | ( | ||||||||||||||||||||||||
| Net income available to common unitholders of the Operating Partnership | $ | $ | ||||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Basic weighted average common units | ||||||||||||||||||||||||||
| Effect of notional units | ||||||||||||||||||||||||||
| Effect of outstanding options | ||||||||||||||||||||||||||
| Diluted weighted average common units | ||||||||||||||||||||||||||
| Basic earnings per common unit: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
| Diluted earnings per common unit: | ||||||||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||||||||
We determine diluted earnings per unit based on the weighted average number of common units outstanding combined with the incremental weighted average units that would have been outstanding assuming all potentially dilutive securities were converted into common units at the earliest date possible.
Notional units granted under our equity compensation plan are considered contingently issuable common units and are included in earnings per unit if the effect is dilutive using the treasury stock method and the common units would be issuable if the end of the reporting period were the end of the contingency period. For the three months ended March 31, 2022, approximately 139,000 notional units were excluded from the computation and for the three months ended March 31, 2021, approximately 1.1 million notional units were excluded from the computation because these notional units either would not have been issuable if the end of the reporting period were the end of the contingency period or as they were anti-dilutive.
With respect to outstanding options, the effect of dilutive common units is determined using the treasury stock method, whereby outstanding options are assumed exercised at the beginning of the reporting period and the exercise proceeds from such options and the average measured but unrecognized compensation cost during the period are assumed to be used to repurchase our common units at the average market price during the period. The market price of a common unit is considered to be equivalent to the market price of a Company common share. For the three months ended March 31, 2022, approximately 297,000 options were excluded from the computation and for the three months ended March 31, 2021, approximately 403,000 options were excluded from the computation, as they were anti-dilutive.
Certain of the Company’s unvested restricted common share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the corresponding unvested restricted unit awards on earnings per unit has been calculated using the two-class method whereby earnings are allocated to the unvested restricted unit awards based on distributions declared and the unvested restricted units’ participation rights in undistributed earnings. Unvested restricted common units that do not contain non-forfeitable rights to dividends or dividend equivalents are included in the diluted earnings per unit computation if the effect is dilutive, using the treasury stock method.
29
13. Equity-Based Compensation of the Company
We have a shareholder approved equity-based compensation plan, the Incentive Award Plan of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (as amended and restated on April 4, 2014), as amended (the “Plan”), which covers our non-employee directors, officers, employees and consultants. Per the Operating Partnership agreement, when a common share is issued by the Company, the Operating Partnership issues one corresponding unit of partnership interest to the Company’s wholly-owned subsidiary, the Tanger LP Trust. Therefore, when the Company grants an equity-based award, the Operating Partnership treats each award as having been granted by the Operating Partnership. In the discussion below, the term “we” refers to the Company and the Operating Partnership together and the term “shares” is meant to also include corresponding units of the Operating Partnership.
We recorded equity-based compensation expense in general and administrative expenses in our consolidated statements of operations as follows (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
Restricted common shares (1) | $ | $ | ||||||||||||||||||||||||
Notional unit performance awards (1) | ||||||||||||||||||||||||||
| Options | ||||||||||||||||||||||||||
| Total equity-based compensation | $ | $ | ||||||||||||||||||||||||
(1) The three months ended March 31, 2021, includes the accelerated recognition of compensation cost.
Equity-based compensation expense capitalized as a part of rental property and deferred lease costs were as follows (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Equity-based compensation expense capitalized | $ | $ | ||||||||||||||||||||||||
Restricted Common Share and Restricted Share Unit Awards
During February 2022, the Company granted approximately 383,000 restricted common shares and restricted share units to the Company’s non-employee directors and the Company’s executive officers. The grant date fair value of the awards was $16.62 per share. The restricted common shares vest ratably over a three year
For certain shares that vest during the period, we withhold shares with value equivalent up to the employees’ maximum statutory obligation for the applicable income and other employment taxes, and remit cash to the appropriate taxing authorities. The total number of shares withheld upon vesting were approximately 130,000 and 112,000 for the three months ended March 31, 2022 and 2021, respectively. The total number of shares withheld was based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date. Total amounts paid for the employees’ tax obligation to taxing authorities were $2.1 million and $1.6 million for the three months ended March 31, 2022 and 2021, respectively. These amounts are reflected as financing activities within the consolidated statements of cash flows.
2022 Performance Share Plan
During February 2022, the Compensation Committee of the Company approved the general terms of the Tanger Factory Outlet Centers, Inc. 2022 Performance Share Plan (the “2022 PSP”) covering the Company's executive officers whereby a maximum of approximately 555,000 restricted common shares may be earned if certain share price appreciation goals are achieved over a three year measurement period.
30
The 2022 PSP is a long-term incentive compensation plan. Recipients may earn units which may convert into restricted common shares of the Company based on the Company’s absolute share price appreciation (or absolute total shareholder return) and its share price appreciation relative to its peer group (or relative total shareholder return) over a three-year measurement period. Any shares earned at the end of the three-year measurement period are subject to a time-based vesting schedule, with 50 % of the shares vesting immediately following the measurement period, and the remaining 50 % vesting one year thereafter, contingent upon continued employment with the Company through the vesting date (unless terminated prior thereto (a) by the Company without cause, (b) by participant for good reason or, (c) due to death or disability).
The following table sets forth 2022 PSP performance targets and other relevant information about the 2022 PSP:
Performance targets (1) | ||||||||||||||
| Absolute portion of award: | ||||||||||||||
| Percent of total award | ||||||||||||||
| Absolute total shareholder return range | % | - | ||||||||||||
| Percentage of units to be earned | % | - | ||||||||||||
| Relative portion of award: | ||||||||||||||
| Percent of total award | ||||||||||||||
Percentile rank of peer group range(2) | th | - | ||||||||||||
| Percentage of units to be earned | % | - | ||||||||||||
| Maximum number of restricted common shares that may be earned | ||||||||||||||
| February grant date fair value per share | $ | |||||||||||||
(1)The number of restricted common shares received under the 2022 PSP will be determined on a pro-rata basis by linear interpolation between total shareholder return thresholds, both for absolute total shareholder return and for relative total shareholder return amongst the Company’s peer group.
(2)The peer group is based on companies included in the FTSE NAREIT Retail Index.
The fair values of the 2022 PSP awards granted during the three months ended March 31, 2022 were determined at the grant dates using a Monte Carlo simulation pricing model and the following assumptions:
Risk free interest rate (1) | % | |||||||
Expected dividend yield (2) | % | |||||||
Expected volatility (3) | % | |||||||
(1)Represents the interest rate as of the grant date on US treasury bonds having the same life as the estimated life of the restricted unit grants.
(2)The dividend yield is calculated utilizing the average dividend yield over the previous three-year period and the current dividend yield as of the valuation date.
2019 Performance Share Plan
On February 17, 2022, the measurement period for the 2019 Performance Share Plan (the “2019 PSP") expired. Based on the Company’s relative total shareholder return over the three year measurement period, we issued 96,592 restricted common shares in February 2022, with 58,569 vesting immediately and the remaining 38,023 vesting in February one year thereafter, contingent upon continued employment with the Company through the vesting date. Our absolute share price appreciation (or total shareholder return) for the 2019 OPP did not meet the minimum share price appreciation and no shares were earned under this component of the 2019 OPP.
31
14. Accumulated Other Comprehensive Income (Loss) of the Company
The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2022 (in thousands):
| Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||
| Foreign Currency | Cash flow hedges | Total | Foreign Currency | Cash flow hedges | Total | |||||||||||||||||||||||||||||||||
| Balance December 31, 2021 | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||||||||||||||||||||
| Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges | ||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||
The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):
| Tanger Factory Outlet Centers, Inc. Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Operating Partnership Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||
| Foreign Currency | Cash flow hedges | Total | Foreign Currency | Cash flow hedges | Total | |||||||||||||||||||||||||||||||||
| Balance December 31, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||||||||||||||||||||
| Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges | ||||||||||||||||||||||||||||||||||||||
Balance March 31, 2021 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $3.2 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of March 31, 2022.
32
15. Accumulated Other Comprehensive Income (Loss) of the Operating Partnership
The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2022 (in thousands):
| Foreign Currency | Cash flow hedges | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||
| Balance December 31, 2021 | $ | ( | $ | $ | ( | |||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||
| Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges | ||||||||||||||||||||
| Balance March 31, 2022 | $ | ( | $ | $ | ( | |||||||||||||||
The following table presents changes in the balances of each component of accumulated other comprehensive loss for the three months ended March 31, 2021 (in thousands):
| Foreign Currency | Cash flow hedges | Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||
| Balance December 31, 2020 | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Other comprehensive income before reclassifications | ||||||||||||||||||||
| Reclassification out of accumulated other comprehensive income (loss) into other income (expense) for foreign currency and interest expense for cash flow hedges | ||||||||||||||||||||
| Balance March 31, 2021 | $ | ( | $ | ( | $ | ( | ||||||||||||||
We expect within the next twelve months to reclassify into earnings as a decrease to interest expense approximately $3.2 million of the amounts recorded within accumulated other comprehensive loss related to the interest rate swap agreements in effect as of March 31, 2022.
33
16. Lease Agreements
As of March 31, 2022, we were the lessor to approximately 2,200 stores in our 30 consolidated outlet centers, under operating leases with initial terms that expire from 2022 to 2039, with certain agreements containing extension options. We also have certain agreements that require tenants to pay their portion of reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.
The components of rental revenues are as follows (in thousands):
| Three months ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Rental revenues - fixed | $ | $ | |||||||||||||||||||||
Rental revenues - variable (1) | |||||||||||||||||||||||
| Rental revenues | $ | $ | |||||||||||||||||||||
(1)Primarily includes rents based on a percentage of tenant sales volume and reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.
17. Supplemental Cash Flow Information
We purchase capital equipment and incur costs relating to construction of facilities, including tenant finishing allowances. Expenditures included in accounts payable and accrued expenses were as follows (in thousands):
| As of | As of | |||||||||||||
| March 31, 2022 | March 31, 2021 | |||||||||||||
| Costs relating to construction included in accounts payable and accrued expenses | $ | $ | ||||||||||||
Interest paid, net of interest capitalized was as follows (in thousands):
| Three months ended March 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Interest paid | $ | $ | ||||||||||||
34
18. New Accounting Pronouncements
19. Subsequent Events
Dividend Declaration
In April 2022, the Company's Board of Directors declared a $0.20 cash dividend per common share payable on May 13, 2022 to each shareholder of record on April 29, 2022, and in its capacity as General Partner of the Operating Partnership a $0.20 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
35
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three months ended March 31, 2022 with the three months ended March 31, 2021. The results of operations discussion is combined for Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership because the results are virtually the same for both entities. The following discussion should be read in conjunction with the unaudited consolidated financial statements appearing elsewhere in this report. Historical results and percentage relationships set forth in the unaudited, consolidated statements of operations, including trends which might appear, are not necessarily indicative of future operations. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and subsidiaries and the term “Operating Partnership” refers to Tanger Properties Limited Partnership and subsidiaries. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the text requires.
Cautionary Statements
Certain statements made in this Management's Discussion and Analysis of Financial Condition and Results of Operations below are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995 and included this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies, beliefs and expectations, are generally identifiable by use of the words "believe", "expect", "intend", "anticipate", "estimate", "project", or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding: the expected impact of the novel coronavirus (“COVID-19”) pandemic on our business, financial results and financial condition; our ability to raise additional capital, including via future issuances of equity and debt, and the use of proceeds from such issuances; our results of operations and financial condition; capital expenditure and working capital needs and the funding thereof; the repurchase of the Company's common shares, including the potential use of a 10b5-1 plan to facilitate repurchases; future dividend payments; the possibility of future asset impairments; potential developments, expansions, renovations, acquisitions or dispositions of outlet centers; compliance with debt covenants; renewal and re-lease of leased space; the outlook for the retail environment, potential bankruptcies, and other store closings; consumer shopping trends and preferences; the outcome of legal proceedings arising in the normal course of business; and real estate joint ventures. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other important factors which are, in some cases, beyond our control and which could materially affect our actual results, performance or achievements.
Other important factors which may cause actual results to differ materially from current expectations include, but are not limited to: risks related to the economic performance and market value of our outlet centers; our inability to develop new outlet centers or expand existing outlet centers successfully; the relative illiquidity of real property investments; impairment charges affecting our properties; our dispositions of assets may not achieve anticipated results; competition for the acquisition and development of outlet centers, and our inability to complete outlet centers we have identified; environmental regulations affecting our business; risk associated with a possible terrorist activity or other acts or threats of violence, public health crises and threats to public safety; risks related to the COVID-19 pandemic; our dependence on rental income from real property; our dependence on the results of operations of our retailers; the fact that certain of our properties are subject to ownership interests held by third parties, whose interests may conflict with ours; risks related to climate change; investor and regulatory focus on environmental, sustainability and social initiatives; risks related to uninsured losses; risks associated with our Canadian investments; risks associated with attracting and retaining key personnel; risks associated with debt financing; risk associated with our guarantees of debt for, or other support we may provide to, joint venture properties; the effectiveness of our interest rate hedging arrangements; uncertainty relating to the phasing out of LIBOR; our potential failure to qualify as a REIT; our legal obligation to make distributions to our shareholders; legislative or regulatory actions that could adversely affect our shareholders; our dependence on distributions from the Operating Partnership to meet our financial obligations, including dividends; the risk of a cyber-attack or an act of cyber-terrorism and other important factors which may cause actual results to differ materially from current expectations include, but are not limited to, those set forth under Item 1A - “Risk Factors” in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.
36
This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management regarding our financial condition and results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:
•General Overview
•Leasing Activity
•COVID-19 Pandemic
•Results of Operations
•Liquidity and Capital Resources of the Company
•Liquidity and Capital Resources of the Operating Partnership
•Critical Accounting Estimates
•Recent Accounting Pronouncements
•Non-GAAP Supplemental Measures
•Economic Conditions and Outlook
General Overview
As of March 31, 2022, we had 30 consolidated outlet centers in 18 states totaling 11.5 million square feet. We also had 6 unconsolidated outlet centers totaling 2.1 million square feet, including 2 outlet centers in Canada.
The table below details our new developments, expansions and dispositions of consolidated and unconsolidated outlet centers that significantly impacted our results of operations and liquidity from January 1, 2021 to March 31, 2022 (square feet in thousands):
| Consolidated Outlet Centers | Unconsolidated Joint Venture Outlet Centers | |||||||||||||||||||||||||||||||
| Outlet Center | Quarter Opened/Disposed | Square Feet | Number of Outlet Centers | Square Feet | Number of Outlet Centers | |||||||||||||||||||||||||||
| As of January 1, 2021 | 11,873 | 31 | 2,212 | 7 | ||||||||||||||||||||||||||||
| Dispositions: | ||||||||||||||||||||||||||||||||
| Jeffersonville | First Quarter | (412) | (1) | — | — | |||||||||||||||||||||||||||
| Saint-Saveur | First Quarter | — | — | (99) | (1) | |||||||||||||||||||||||||||
| Other | (8) | — | — | — | ||||||||||||||||||||||||||||
| As of December 31, 2021 | 11,453 | 30 | 2,113 | 6 | ||||||||||||||||||||||||||||
| No activity | — | — | — | — | ||||||||||||||||||||||||||||
As of March 31, 2022 | 11,453 | 30 | 2,113 | 6 | ||||||||||||||||||||||||||||
37
The following table summarizes certain information for our existing outlet centers in which we have an ownership interest as of March 31, 2022. Except as noted, all properties are fee owned.
| Consolidated Outlet Centers | Legal | Square | % | ||||||||||||||||||||
| Location | Ownership % | Feet | Occupied | ||||||||||||||||||||
| Deer Park, New York | 100 | 739,148 | 95.3 | ||||||||||||||||||||
Riverhead, New York (1) | 100 | 729,281 | 92.2 | ||||||||||||||||||||
| Foley, Alabama | 100 | 554,649 | 92.1 | ||||||||||||||||||||
Rehoboth Beach, Delaware (1) | 100 | 549,890 | 93.2 | ||||||||||||||||||||
Atlantic City, New Jersey (1) (3) | 100 | 487,718 | 80.1 | ||||||||||||||||||||
| San Marcos, Texas | 100 | 471,816 | 93.5 | ||||||||||||||||||||
Sevierville, Tennessee (1) | 100 | 447,810 | 98.3 | ||||||||||||||||||||
| Savannah, Georgia | 100 | 429,089 | 99.3 | ||||||||||||||||||||
| Myrtle Beach Hwy 501, South Carolina | 100 | 426,523 | 96.0 | ||||||||||||||||||||
| Glendale, Arizona (Westgate) | 100 | 410,753 | 97.8 | ||||||||||||||||||||
Myrtle Beach Hwy 17, South Carolina (1) | 100 | 404,710 | 98.8 | ||||||||||||||||||||
| Charleston, South Carolina | 100 | 386,328 | 97.6 | ||||||||||||||||||||
| Lancaster, Pennsylvania | 100 | 375,883 | 98.9 | ||||||||||||||||||||
| Pittsburgh, Pennsylvania | 100 | 373,863 | 92.9 | ||||||||||||||||||||
| Commerce, Georgia | 100 | 371,408 | 97.4 | ||||||||||||||||||||
| Grand Rapids, Michigan | 100 | 357,133 | 87.3 | ||||||||||||||||||||
| Fort Worth, Texas | 100 | 351,741 | 97.8 | ||||||||||||||||||||
| Daytona Beach, Florida | 100 | 351,721 | 99.1 | ||||||||||||||||||||
| Branson, Missouri | 100 | 329,861 | 98.1 | ||||||||||||||||||||
Southaven, Mississippi (2) (3) | 50 | 324,801 | 100.0 | ||||||||||||||||||||
| Locust Grove, Georgia | 100 | 321,082 | 98.0 | ||||||||||||||||||||
| Gonzales, Louisiana | 100 | 321,066 | 94.1 | ||||||||||||||||||||
| Mebane, North Carolina | 100 | 318,886 | 100.0 | ||||||||||||||||||||
| Howell, Michigan | 100 | 314,438 | 78.3 | ||||||||||||||||||||
Mashantucket, Connecticut (Foxwoods) (1) | 100 | 311,229 | 78.7 | ||||||||||||||||||||
| Tilton, New Hampshire | 100 | 250,558 | 86.1 | ||||||||||||||||||||
| Hershey, Pennsylvania | 100 | 249,696 | 96.2 | ||||||||||||||||||||
| Hilton Head II, South Carolina | 100 | 206,564 | 100.0 | ||||||||||||||||||||
| Hilton Head I, South Carolina | 100 | 181,687 | 99.4 | ||||||||||||||||||||
| Blowing Rock, North Carolina | 100 | 104,009 | 89.8 | ||||||||||||||||||||
| Totals | 11,453,341 | 94.1 | |||||||||||||||||||||
(1)These properties or a portion thereof are subject to a ground lease.
(2)Based on capital contribution and distribution provisions in the joint venture agreement, we expect our economic interest in the venture’s cash flow to be greater than our legal ownership percentage. We currently receive substantially all the economic interest of the property.
(3)Property encumbered by mortgage. See Notes 5 and 6 to the consolidated financial statements for further details of our debt obligations.
38
| Unconsolidated joint venture properties | Legal | Square | % | ||||||||||||||||||||
| Location | Ownership % | Feet | Occupied | ||||||||||||||||||||
Charlotte, North Carolina (1) | 50 | 398,698 | 98.9 | ||||||||||||||||||||
| Ottawa, Ontario | 50 | 357,209 | 95.4 | ||||||||||||||||||||
Columbus, Ohio (1) | 50 | 355,245 | 95.8 | ||||||||||||||||||||
Texas City, Texas (Galveston/Houston) (1) | 50 | 352,705 | 96.1 | ||||||||||||||||||||
National Harbor, Maryland (1) | 50 | 341,156 | 99.3 | ||||||||||||||||||||
| Cookstown, Ontario | 50 | 307,883 | 90.3 | ||||||||||||||||||||
| Total | 2,112,896 | 96.1 | |||||||||||||||||||||
(1)Property encumbered by mortgage. See Note 4 to the consolidated financial statements for further details of the joint venture debt obligations.
Leasing Activity
In the fourth quarter of 2021, we revised our rent spread presentation from a commenced basis to an executed basis and we are presenting it for comparable and non-comparable space. Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space). We believe that this presentation provides additional information and improves comparability to other retail REITs. Prior period results have been revised to conform with the current period presentation.
The following table provides information for our consolidated outlet centers related to leases for new stores that opened or renewals that were executed during the respective trailing twelve month periods ended March 31, 2022 and 2021:
Comparable Space for Executed Leases (1) (2) | ||||||||||||||||||||
| Leasing Transactions | Square Feet (in 000’s) | New Initial Rent (psf) (3) | Rent Spread % (4) | Tenant Allowance (psf) (5) | Average Initial Term (in years) | |||||||||||||||
| Total space | ||||||||||||||||||||
| 2022 | 297 | 1,498 | $ | 30.73 | 1.1 | % | $ | 4.18 | 3.57 | |||||||||||
| 2021 | 228 | 1,170 | $ | 23.53 | (7.9) | % | $ | 3.72 | 2.47 | |||||||||||
Comparable and Non-Comparable Space for Executed Leases (1) (2) | ||||||||||||||||||||
| Leasing Transactions | Square Feet (in 000’s) | New Initial Rent (psf) (3) | Tenant Allowance (psf) (5) | Average Initial Term (in years) | ||||||||||||||||
| Total space | ||||||||||||||||||||
| 2022 | 353 | 1,713 | $ | 31.15 | $ | 11.73 | 4.02 | |||||||||||||
| 2021 | 246 | 1,230 | $ | 23.50 | $ | 3.86 | 2.52 | |||||||||||||
(1)For consolidated properties owned as of the period-end date. Represents leases for new stores or renewals that were executed during the respective trailing 12-month periods and excludes license agreements, seasonal tenants, month-to-month leases and new developments.
(2)Comparable space excludes leases for space that was vacant for more than 12 months (non-comparable space).
(3)Represents average initial cash rent (base rent and common area maintenance (“CAM”)).
(4)Represents change in average initial and expiring cash rent (base rent and CAM).
(5)Includes other landlord costs.
39
COVID-19 Pandemic
The current novel COVID-19 pandemic (“COVID-19”) has had, and will continue to have, repercussions across local, national and global economies and financial markets. Our financial results for 2020 were significantly adversely impacted by COVID-19, however, during 2021 and 2022, our business and financial results improved, and metrics such as average overall occupancy rates, traffic to our centers, sales reported by our tenants, and collections of rental revenues returned to near, at, or in some cases above, pre-pandemic levels. Nevertheless, the full extent of the adverse impact on, among other things, our results of operations and liquidity (including our ability to access capital markets), is unknown and will depend on future developments, which are highly uncertain and cannot be predicted. Our results of operations, liquidity and cash flows have been and may continue to be in the future materially affected.
Due to the COVID-19 pandemic, a number of our tenants requested rent deferrals, rent abatements or other types of rent relief during this pandemic. As a response, in late March 2020, we offered all tenants in our consolidated portfolio the option to defer 100% of April and May rents interest free, payable in equal installments due in January and February of 2021. As of December 31, 2020, approximately $10.3 million in deferred rents was outstanding in the consolidated portfolio. We collected approximately 99% of the 2020 deferred rents by the end of 2021.
The extent of future tenant requests for rent relief and the impact on our results of operations and cash flows is uncertain and cannot be predicted at this time. If store closures were to occur again in our domestic markets, this could have a material adverse impact on our financial position and results of operations.
40
RESULTS OF OPERATIONS
Comparison of the three months ended March 31, 2022 to the three months ended March 31, 2021
NET INCOME
Net income increased $17.1 million in the 2022 period to $21.5 million as compared to net income of $4.3 million for the 2021 period. Significant items impacting the comparability for the two periods include the following:
•the current period includes a higher occupancy rate, higher variable revenues, and an increase in lease termination fees,
•the 2021 period included a foreign currency loss of approximately $3.6 million in other income (expense), which had been previously recorded in other comprehensive income associated with the sale of our RioCan joint venture outlet center in Saint-Sauveur,
•the 2021 period included $2.4 million of compensation cost related to a voluntary retirement plan offer which required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021 and other executive severance, and
•we sold one operating property in the first quarter of last year, as discussed below.
In the tables below, information set forth for properties disposed includes the Jeffersonville outlet center sold in January 2021.
RENTAL REVENUES
Rental revenues increased $7.1 million in the 2022 period compared to the 2021 period. The following table sets forth the changes in various components of rental revenues (in thousands):
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Rental revenues from existing properties | $ | 103,490 | $ | 97,073 | $ | 6,417 | ||||||||||||||
| Rental revenues from properties disposed | (56) | 459 | (515) | |||||||||||||||||
| Straight-line rent adjustments | (1,337) | (1,043) | (294) | |||||||||||||||||
| Lease termination fees | 2,595 | 673 | 1,922 | |||||||||||||||||
| Amortization of above and below market rent adjustments, net | (83) | 305 | (388) | |||||||||||||||||
| $ | 104,609 | $ | 97,467 | $ | 7,142 | |||||||||||||||
Rental revenues increased primarily due to an increase in occupancy rate for the consolidated portfolio to 94.1% as of March 31, 2022 compared to 91.7% as of March 31, 2021, and increased variable rents, which are derived from tenant sales, which were higher in the 2022 period. Additionally, rental revenues were also impacted by the reversal of revenue reserves in the 2022 period of approximately $3.0 million, compared to $1.6 million in the same period of the prior year.
MANAGEMENT, LEASING AND OTHER SERVICES
Management, leasing and other services increased $155,000 in the 2022 period compared to the 2021 period. The following table sets forth the changes in various components of management, leasing and other services (in thousands):
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Management and marketing | $ | 536 | $ | 509 | $ | 27 | ||||||||||||||
| Leasing and other fees | 35 | 56 | (21) | |||||||||||||||||
| Expense reimbursements from unconsolidated joint ventures | 956 | 807 | 149 | |||||||||||||||||
| Total Fees | $ | 1,527 | $ | 1,372 | $ | 155 | ||||||||||||||
41
OTHER REVENUES
Other revenues increased $877,000 in the 2022 period as compared to the 2021 period. The following table sets forth the changes in other revenues (in thousands):
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Other revenues from existing properties | $ | 2,732 | $ | 1,842 | $ | 890 | ||||||||||||||
| Other revenues from property disposed | — | 13 | (13) | |||||||||||||||||
| $ | 2,732 | $ | 1,855 | $ | 877 | |||||||||||||||
Other revenues from existing properties increased in the 2022 period due to an increase in other revenue streams, such as paid media, sponsorships and on-site signage, on a local and national level.
PROPERTY OPERATING EXPENSES
Property operating expenses increased $1.4 million in the 2022 period as compared to the 2021 period. The following table sets forth the changes in various components of property operating expenses (in thousands):
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Property operating expenses from existing properties | $ | 35,134 | $ | 33,944 | $ | 1,190 | ||||||||||||||
| Property operating expenses from property disposed | — | 571 | (571) | |||||||||||||||||
| Expenses related to unconsolidated joint ventures | 957 | 808 | 149 | |||||||||||||||||
| Other property operating expense | 667 | (12) | 679 | |||||||||||||||||
| $ | 36,758 | $ | 35,311 | $ | 1,447 | |||||||||||||||
Property operating expenses at existing properties increased in the 2022 period compared to the 2021 period, primarily due to the timing of certain advertising and promotional costs, and higher CAM and insurance costs. These items were partially offset by lower real estate taxes.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased $1.3 million in the 2022 period compared to the 2021 period. The 2021 period includes $2.4 million of compensation cost related to employees that accepted a voluntary retirement plan with an effective retirement date of March 31, 2021 and other executive severance. This decrease was partially offset by the hiring of certain executives and other key employees throughout 2021 to drive operational and growth initiatives.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization costs decreased $1.9 million in the 2022 period compared to the 2021 period. The following table sets forth the changes in various components of depreciation and amortization costs from the 2021 period to the 2022 period (in thousands):
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Depreciation and amortization expenses from existing properties | $ | 26,243 | $ | 28,112 | $ | (1,869) | ||||||||||||||
| Depreciation and amortization from property disposed | — | 38 | (38) | |||||||||||||||||
| $ | 26,243 | $ | 28,150 | $ | (1,907) | |||||||||||||||
Depreciation and amortization costs decreased at existing properties as certain construction and development related assets, as well as lease related intangibles recorded as part of the acquisition price of acquired properties, which are amortized over shorter lives, became fully depreciated during the reporting periods.
42
INTEREST EXPENSE
Interest expense decreased $2.7 million in the 2022 period compared to the 2021 period for the following reasons:
•During August and September 2021, we completed a public offering of $400.0 million 2.750% of senior notes and completed the early redemption of $250.0 million of 3.875% senior notes and $250.0 million of 3.75% senior notes.
•During 2021, we paid down approximately $50.0 million of borrowings under our unsecured term loan.
OTHER INCOME (EXPENSE)
Other income (expense) increased approximately $3.7 million in the 2022 period compared to the 2021 period. In March 2021, the RioCan joint venture closed on the sale of its outlet center in Saint-Sauveur, for net proceeds of approximately $9.4 million. Our share of the proceeds was approximately $4.7 million. As a result of this transaction, we recorded a foreign currency loss of approximately $3.6 million in other income (expense), which had been previously recorded in other comprehensive income.
EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURES
Equity in earnings of unconsolidated joint ventures increased approximately $744,000 in the 2022 period compared to the 2021 period. In the table below, information set forth for properties disposed includes the Saint-Sauveur, Quebec outlet center in our Canadian joint venture, which was sold in March 2021.
| 2022 | 2021 | Increase/(Decrease) | ||||||||||||||||||
| Equity in earnings from existing properties | $ | 2,513 | $ | 1,513 | $ | 1,000 | ||||||||||||||
| Equity in earnings from property disposed | — | 256 | (256) | |||||||||||||||||
| $ | 2,513 | $ | 1,769 | $ | 744 | |||||||||||||||
The increase in equity in earnings from existing properties is primarily due to increase in variable rental revenues at our joint ventures and a refund received from a property tax appeal at one of the centers.
LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY
In this “Liquidity and Capital Resources of the Company” section, the term “the Company” refers only to Tanger Factory Outlet Centers, Inc. on an unconsolidated basis, excluding the Operating Partnership.
The Company’s business is operated primarily through the Operating Partnership. The Company issues public equity from time to time, but does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company, which are fully reimbursed by the Operating Partnership. The Company does not hold any indebtedness, and its only material asset is its ownership of partnership interests of the Operating Partnership. The Company’s principal funding requirement is the payment of dividends on its common shares. The Company’s principal source of funding for its dividend payments is distributions it receives from the Operating Partnership.
Through its status as the sole general partner of the Operating Partnership, the Company has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. The Company causes the Operating Partnership to distribute all, or such portion as the Company may in its discretion determine, of its available cash in the manner provided in the Operating Partnership’s partnership agreement. The Company receives proceeds from equity issuances from time to time, but is required by the Operating Partnership’s partnership agreement to contribute the proceeds from its equity issuances to the Operating Partnership in exchange for partnership units of the Operating Partnership.
We are a well-known seasoned issuer with a shelf registration that expires in February 2024 that allows the Company to register unspecified various classes of equity securities and the Operating Partnership to register unspecified, various classes of debt securities. As circumstances warrant, the Company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. The Operating Partnership may use the proceeds to repay debt, including borrowings under its lines of credit, to develop new or existing properties, to make acquisitions of properties or portfolios of properties, to invest in existing or newly created joint ventures or for general corporate purposes.
43
The liquidity of the Company is dependent on the Operating Partnership’s ability to make sufficient distributions to the Company. The Operating Partnership is a party to loan agreements with various bank lenders that require the Operating Partnership to comply with various financial and other covenants before it may make distributions to the Company. The Company also guarantees some of the Operating Partnership’s debt. If the Operating Partnership fails to fulfill its debt requirements, which trigger the Company’s guarantee obligations, then the Company may be required to fulfill its cash payment commitments under such guarantees. However, the Company’s only material asset is its investment in the Operating Partnership.
The Company believes the Operating Partnership’s sources of working capital, specifically its cash flow from operations and cash on hand, are adequate for it to make its distribution payments to the Company and, in turn, for the Company to make any minimum dividend payments to its shareholders and to finance its continued operations, growth strategy and additional expenses we expect to incur for at least the next twelve months. However, there can be no assurance that the Operating Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including its ability to make distribution payments to the Company. The unavailability of capital could adversely affect the Operating Partnership’s ability to pay its distributions to the Company which will, in turn, adversely affect the Company’s ability to pay cash dividends to its shareholders. Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021.
For the Company to maintain its qualification as a REIT, it must pay dividends to its shareholders aggregating annually at least 90% of its taxable income (excluding capital gains). While historically the Company has satisfied this distribution requirement by making cash distributions to its shareholders, it may choose to satisfy this requirement by making distributions of cash or other property, including, in limited circumstances, the Company’s own shares.
As a result of this distribution requirement, the Operating Partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not real estate investment trusts can. The Company may need to continue to raise capital in the equity markets to fund the Operating Partnership’s working capital needs, as well as potential new developments, expansions and renovations of existing properties, acquisitions, or investments in existing or newly created joint ventures.
The Company currently consolidates the Operating Partnership because it has (1) the power to direct the activities of the Operating Partnership that most significantly impact the Operating Partnership’s economic performance and (2) the obligation to absorb losses and the right to receive the residual returns of the Operating Partnership that could be potentially significant. The Company does not have significant assets other than its investment in the Operating Partnership. Therefore, the assets and liabilities and the revenues and expenses of the Company and the Operating Partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by the Company. However, all debt is held directly or indirectly at the Operating Partnership level, and the Company has guaranteed some of the Operating Partnership’s unsecured debt as discussed below. Because the Company consolidates the Operating Partnership, the section entitled “Liquidity and Capital Resources of the Operating Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of the Company on a consolidated basis and how the Company is operated as a whole.
In February 2021, we established an at-the-market share offering program (“ATM Offering”) under our shelf registration statement on Form S-3. We may offer and sell our common shares, $0.01 par value per share (“Common Shares”), having an aggregate gross sales price of up to $250.0 million (the “Shares”). We may sell the Shares in amounts and at times to be determined by us but we have no obligation to sell any of the Shares. Actual sales, if any, will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Common Shares, capital needs and determinations by us of the appropriate sources of its funding. The Operating Partnership currently intends to use the net proceeds from the sale of shares pursuant to the ATM Offering for working capital and general corporate purposes.
44
The following table sets forth information regarding settlements under our ATM Offering program:
| Three months ended March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Number of common shares settled during the period | — | 6,867,078 | ||||||||||||||||||||||||
| Average price per share | $ | — | $ | 19.02 | ||||||||||||||||||||||
| Aggregate gross proceeds (in thousands) | $ | — | $ | 130,638 | ||||||||||||||||||||||
| Aggregate net proceeds after selling commissions and fees (in thousands) | $ | — | $ | 128,655 | ||||||||||||||||||||||
In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80 million that expired in May 2021. The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of a repurchase covenant. On July 1, 2021, a covenant in the Company’s debt agreements (the “repurchase covenant”) prohibiting share repurchases expired. Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares for both the three months ended March 31, 2022 and 2021. The remaining amount authorized to be repurchased under the program as of March 31, 2022 was approximately $80.0 million.
In January 2022, the Company's Board of Directors declared a $0.1825 cash dividend per common share payable on February 15, 2022 to each shareholder of record on January 31, 2022, and in its capacity as General Partner of the Operating Partnership, a $0.1825 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
In April 2022, the Company's Board of Directors declared a $0.20 cash dividend per common share payable on May 13, 2022 to each shareholder of record on April 29, 2022, and in its capacity as General Partner of the Operating Partnership a $0.20 cash distribution per Operating Partnership unit to the Operating Partnership's unitholders.
LIQUIDITY AND CAPITAL RESOURCES OF THE OPERATING PARTNERSHIP
In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to the Operating Partnership or the Operating Partnership and the Company together, as the text requires.
Summary of Our Major Sources and Uses of Cash and Cash Equivalents
General Overview
Property rental income represents our primary source to pay property operating expenses, debt service, capital expenditures and distributions, excluding non-recurring capital expenditures and acquisitions. To the extent that our cash flow from operating activities is insufficient to cover such non-recurring capital expenditures and acquisitions, we finance such activities from borrowings under our unsecured lines of credit, to the extent available, or from the proceeds from the Operating Partnership’s debt offerings and the Company’s equity offerings.
We believe we achieve a strong and flexible financial position by attempting to: (1) maintain a prudent leverage position relative to our portfolio when pursuing new development, expansion and acquisition opportunities, (2) extend and sequence debt maturities, (3) manage our interest rate risk through a proper mix of fixed and variable rate debt, (4) maintain access to liquidity by using our unsecured lines of credit in a conservative manner and (5) preserve internally generated sources of capital by strategically divesting of underperforming assets and maintaining a conservative distribution payout ratio. We manage our capital structure to reflect a long term investment approach and utilize multiple sources of capital to meet our requirements.
Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021.
45
Capital Expenditures
The following table details our capital expenditures for consolidated outlet centers for the three months ended March 31, 2022 and 2021 (in thousands):
| Three months ended March 31, | ||||||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||||||
| Capital expenditures analysis: | ||||||||||||||||||||
New outlet center developments and expansions (1) | $ | 2,439 | $ | 131 | $ | 2,308 | ||||||||||||||
| Renovations | — | 23 | (23) | |||||||||||||||||
| Second generation tenant allowances | 1,252 | 778 | 474 | |||||||||||||||||
Other capital expenditures (2) | 1,627 | 2,634 | (1,007) | |||||||||||||||||
| 5,318 | 3,566 | 1,752 | ||||||||||||||||||
| Conversion from accrual to cash basis | 549 | 3,791 | (3,242) | |||||||||||||||||
| Additions to rental property-cash basis | $ | 5,867 | $ | 7,357 | $ | (1,490) | ||||||||||||||
(1)The increase in new outlet center developments and expansions is primarily due to pre-development costs at our potential site in Nashville, TN and other projects.
(2)The decrease in other capital expenditures in 2022 was primarily due to timing of projects and our decision in 2020 to defer all capital projects except essential and life-safety projects to 2021 due to the impact on cash flows caused by the COVID-19 pandemic.
Potential Future Developments, Acquisitions and Dispositions
As of the date of this filing, we are in the pre-development period for potential new developments, including a site in Nashville, TN. We may also use a joint venture arrangement to develop other potential sites. However, there can be no assurance that these potential future projects will ultimately be developed.
In the case of projects to be wholly-owned by us, we would expect to fund these projects from amounts available under our unsecured lines of credit, but may also fund them with capital from additional public debt and equity offerings. For projects to be developed through joint venture arrangements, we may use collateralized construction loans to fund a portion of the project, with our share of the equity requirements funded from sources described above.
We intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet centers. However, you should note that any developments or expansions that we, or a joint venture that we have an ownership interest in, have planned or anticipated may not be started or completed as scheduled, or may not result in accretive net income or funds from operations (“FFO”). See the section “Non-GAAP Supplemental Earnings Measures - Funds From Operations” below for further discussion of FFO. In addition, we regularly evaluate acquisition or disposition proposals and engage from time to time in negotiations for acquisitions or dispositions of properties. We may also enter into letters of intent for the purchase or sale of properties. Any prospective acquisition or disposition that is being evaluated or which is subject to a letter of intent may not be consummated, or if consummated, may not result in an increase in earnings or liquidity.
Unconsolidated Real Estate Joint Ventures
From time to time, we form joint venture arrangements to develop outlet centers. As of March 31, 2022 we have partial ownership interests in six unconsolidated outlet centers totaling approximately 2.1 million square feet, including two outlet centers in Canada. See Note 4 to the consolidated financial statements for details of our individual joint ventures, including, but not limited to, carrying values of our investments, fees we receive for services provided to the joint ventures, recent development and financing transactions and condensed combined summary financial information.
46
We may elect to fund cash needs of a joint venture through equity contributions (generally on a basis proportionate to our ownership interests), advances or partner loans, although such funding is not typically required contractually or otherwise. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in, and our share of net income or loss of, the joint ventures within other liabilities in the consolidated balance sheets because we are committed and intend to provide further financial support to these joint ventures. We believe our joint ventures will be able to fund their operating and capital needs for the next twelve months based on their sources of working capital, specifically cash flow from operations, access to contributions from partners, and ability to refinance debt obligations, including the ability to exercise upcoming extensions of near term maturities.
Our joint ventures are typically encumbered by a mortgage on the joint venture property. We provide guarantees to lenders for our joint ventures which include standard non-recourse carve out indemnifications for losses arising from items such as but not limited to fraud, physical waste, payment of taxes, environmental indemnities, misapplication of insurance proceeds or security deposits and failure to maintain required insurance. A default by a joint venture under its debt obligations may expose us to liability under the guaranty. For construction and mortgage loans, we may include a guaranty of completion as well as a principal guaranty ranging from 0% to 17% of principal. The principal guarantees include terms for release based upon satisfactory completion of construction and performance targets including occupancy thresholds and minimum debt service coverage tests. Our joint ventures may contain make whole provisions in the event that demands are made on any existing guarantees.
Our joint ventures are generally subject to buy-sell provisions which are customary for joint venture agreements in the real estate industry. Either partner may initiate these provisions (subject to any applicable lock up period), which could result in either the sale of our interest or the use of available cash or additional borrowings to acquire the other party's interest. Under these provisions, one partner sets a price for the property, then the other partner has the option to either (1) purchase their partner's interest based on that price or (2) sell its interest to the other partner based on that price. Since the partner other than the partner who triggers the provision has the option to be the buyer or seller, we do not consider this arrangement to be a mandatory redeemable obligation.
Contractual Obligations
There were no material changes in our commitments during the three months ended March 31, 2022 under contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, other than the following updates to our contractual obligations for future debt and interest payments over the next five years and thereafter as of March 31, 2022.
Future Debt Obligations
As described further in Note 6 of the notes to the consolidated financial statements, as of March 31, 2022, scheduled maturities of our existing long-term debt for the remainder of 2022, 2023, 2024, 2025 and 2026 are $3.4 million, $44.9 million, $305.1 million, $1.5 million and $355.7 million, respectively. As of March 31, 2022, scheduled maturities after 2026 aggregate to $700.0 million.
Future Interest Payments
We are obligated to make periodic interest payments at fixed and variable rates, depending on the terms of the applicable debt agreements. Based on applicable interest rates and scheduled debt maturities as of March 31, 2022, these interest obligations total approximately $239.0 million and range from approximately $30.2 million to $40.8 million on an annual basis over the next five years. If prevailing interest rates result in higher interest rates, then future interest payments related to our variable debt outstanding would increase.
47
Cash Flows
The following table sets forth our changes in cash flows from March 31, 2022 and 2021 (in thousands):
| Three months ended March 31, | ||||||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||||||
| Net cash provided by operating activities | $ | 18,688 | $ | 31,201 | $ | (12,513) | ||||||||||||||
| Net cash provided by (used in) investing activities | (3,340) | 2,717 | (6,057) | |||||||||||||||||
| Net cash provided by (used in) financing activities | (23,914) | 82,956 | (106,870) | |||||||||||||||||
| Effect of foreign currency rate changes on cash and equivalents | (8) | (60) | 52 | |||||||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | (8,574) | $ | 116,814 | $ | (125,388) | ||||||||||||||
Operating Activities
In 2022, our net cash provided by operating activities decreased year over year due to changes in accounts payable and accrued expenses. The decrease was partially offset by an increase in rental revenues primarily due an increase in occupancy rates, variable rental revenues and reversals of revenue reserves.
Investing Activities
The decrease in net cash provided by (used in) investing activities was primarily due to the net proceeds of approximately $8.1 received in 2021 from the sale of our Jeffersonville outlet center, lower distributions in excess of cumulative earnings from unconsolidated joint ventures and lower other investing activities. In addition, we made a $7.0 million contribution to the Galveston/Houston joint venture in 2021 to reduce the principal balance of the mortgage loan. No property sales or contributions to joint ventures occurred in 2022.
Financing Activities
Net cash used provided by (used in) financing activities decreased during the first three months of 2022 primarily due to proceeds received from our common share offering of $128.7 million in March 2021. Additionally, in March 2021, we paid down a portion of our unsecured term loan with cash on hand. For the three months ended March 31, 2022, there was an increase in dividends paid and an increase in deferred financing costs.
Financing Arrangements
As of March 31, 2022, unsecured borrowings represented 96% of our outstanding debt and 92% of the gross book value of our real estate portfolio was unencumbered. The Company guarantees the Operating Partnership’s obligations under our lines of credit.
As of March 31, 2022, we maintained unsecured lines of credit that provided for borrowings of up to $520.0 million. The unsecured lines of credit as of March 31, 2022 included a $20.0 million liquidity line and a $500.0 million syndicated line. The syndicated line may be increased up to $1.2 billion through an accordion feature in certain circumstances.
We intend to retain the ability to raise additional capital, including public debt or equity, to pursue attractive investment opportunities that may arise and to otherwise act in a manner that we believe to be in the best interests of our shareholders and unitholders. The Company and Operating Partnership are well-known seasoned issuers with a joint shelf registration statement on Form S-3, expiring in February 2024, that allows us to register unspecified amounts of different classes of securities. To generate capital to reinvest into other attractive investment opportunities, we may also consider the use of additional operational and developmental joint ventures, the sale or lease of outparcels on our existing properties and the sale of certain properties that do not meet our long-term investment criteria. Based on cash provided by operations, existing lines of credit, ongoing relationships with certain financial institutions and our ability to sell debt or issue equity subject to market conditions, we believe that we have access to the necessary financing to fund the planned capital expenditures for at least the next twelve months.
48
We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of dividends in accordance with REIT requirements in both the short and long-term. Although we receive most of our rental payments on a monthly basis, distributions to shareholders and unitholders are typically made quarterly and interest payments on the senior, unsecured notes are made semi-annually. Amounts accumulated for such payments will be used in the interim to reduce the outstanding borrowings under our existing unsecured lines of credit or invested in short-term money market or other suitable instruments.
The extent to which the COVID-19 pandemic continues to impact our financial condition, results of operations and cash flows will depend on future developments which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, the timing or effectiveness of any vaccines or treatments, and the direct and indirect economic effects of the pandemic and containment measures, among others.
As of March 31, 2022, the Company’s total liquidity was approximately $672.8 million, including cash and cash equivalents on the Company’s balance sheet and the full undrawn capacity under its $520 million unsecured lines of credit. We expect to have sufficient liquidity to meet our obligations for at least the next 12 months.
We believe our current balance sheet position is financially sound; however, due to the economic uncertainty caused by the COVID-19 pandemic and the inherent uncertainty and unpredictability of the capital and credit markets, we can give no assurance that affordable access to capital will exist between now and when our next significant debt matures, which is our unsecured term loan due April 2024.
Equity Offerings under the ATM Offering Program
In February 2021, the Company implemented the ATM Offering program whereby it may offer and sell the Company's common shares having an aggregate gross sales price of up to $250.0 million. During 2021, under this program, the Company sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million and leaving a remaining authorization of $60.1 million. The proceeds were contributed to the Operating Partnership and then used primarily to reduce indebtedness as described in the sections immediately below. There were no shares sold under the ATM program for the three months ended March 31, 2022.
Debt Covenants
The Operating Partnership’s debt agreements require the maintenance of certain ratios, including debt service coverage and leverage, and limit the payment of dividends such that dividends and distributions will not exceed funds from operations, as defined in the agreements, for the prior fiscal year on an annual basis or 95% on a cumulative basis.
We have historically been, and at March 31, 2022 are, in compliance with all of our debt covenants. Our continued compliance with these covenants depends on many factors and could be impacted by current or future economic conditions, including those associated with the COVID-19 pandemic. Failure to comply with these covenants would result in a default which, if we were unable to cure or obtain a waiver from the lenders, could accelerate the repayment obligations. Further, in the event of default, the Company may be restricted from paying dividends to its shareholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on us. As a result, we have considered our short-term (one year or less from the date of filing these financial statements) liquidity needs and the adequacy of our estimated cash flows from operating activities and other financing sources to meet these needs. These other sources include but are not limited to: existing cash, ongoing relationships with certain financial institutions, our ability to sell debt or issue equity subject to market conditions and proceeds from the potential sale of non-core assets. We believe that we have access to the necessary financing to fund our short-term liquidity needs.
49
As of March 31, 2022, we believe our most restrictive covenants are contained in our senior, unsecured notes. Key financial covenants and their covenant levels, which are calculated based on contractual terms, include the following:
| Senior unsecured notes financial covenants | Required | Actual | ||||||
| Total consolidated debt to adjusted total assets | < 60% | 41 | % | |||||
| Total secured debt to adjusted total assets | < 40% | 2 | % | |||||
| Total unencumbered assets to unsecured debt | > 150% | 232 | % | |||||
| Consolidated Income Available for Debt Service to Annual Debt Service Charge | > 1.5 x | 5.5 | ||||||
In addition, key financial covenants for our lines of credit and term loan, include the following as of March 31, 2022:
| Required | Actual | |||||||
| Total Liabilities to Total Adjusted Asset Value | <60% | 39 | % | |||||
| Secured Indebtedness to Adjusted Unencumbered Asset Value | < 35% | 5 | % | |||||
| EBITDA to Fixed Charges | > 1.5 x | 4.4 | ||||||
| Total Unsecured Indebtedness to Adjusted Unencumbered Asset Value | <60% | 35 | % | |||||
| Unencumbered Interest Coverage Ratio | > 1.5 x | 5.3 | ||||||
Depending on the future economic impact of COVID-19, other covenants related to credit facilities, term loans, and other debt obligations could become one of our most restrictive covenants.
Debt of unconsolidated joint ventures
The following table details information regarding the outstanding debt of the unconsolidated joint ventures and guarantees of such debt provided by us as of March 31, 2022 (dollars in millions):
| Joint Venture | Total Joint Venture Debt | Maturity Date | Interest Rate | Percent Guaranteed by the Operating Partnership | Maximum Guaranteed Amount by the Company | |||||||||||||||||||||||||||
| Charlotte | $ | 100.0 | July 2028 | 4.27% | — | % | $ | — | ||||||||||||||||||||||||
| Columbus | 71.0 | November 2022 | LIBOR + 1.85% | 16.8 | % | 11.9 | ||||||||||||||||||||||||||
| Galveston/Houston | 64.5 | July 2023 | LIBOR + 1.85% | 15.5 | % | 10.0 | ||||||||||||||||||||||||||
| National Harbor | 95.0 | January 2030 | 4.63 | % | — | % | — | |||||||||||||||||||||||||
| Debt origination costs | (1.0) | |||||||||||||||||||||||||||||||
| $ | 329.5 | $ | 21.9 | |||||||||||||||||||||||||||||
50
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material. Management believes the Company’s critical accounting estimates are those related to impairment of long-lived assets, impairment of investments, revenue recognition and collectibility of operating lease receivables. Management considers these estimates critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s senior management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of the Company’s Board of Directors.
Our Annual Report on Form 10-K for the year ended December 31, 2021 contains a discussion of our critical accounting estimates in the Management's Discussion and Analysis of Financial Condition and Results of Operations section. There have been no material changes to these estimates during the three months ended March 31, 2022, other than discussed below.
Revenue recognition and collectibility of operating lease receivables
We, as a lessor, retain substantially all of the risks and benefits of ownership of our outlet centers and account for our leases as operating leases. We accrue fixed lease income on a straight-line basis over the terms of the leases, when we believe substantially all lease income, including the related straight-line rent receivable, is probable of collection. Our assessment of collectability requires the exercise of considerable judgment and incorporates available operational performance measures such as sales and the aging of billed amounts as well as other publicly available information with respect to our tenant’s financial condition, liquidity and capital resources, including declines in such conditions due to, or amplified by, the COVID-19 pandemic. When a tenant seeks to reorganize its operations through bankruptcy proceedings, we assess the collectability of receivable balances including, among other things, the timing of a tenant’s bankruptcy filing and our expectations of the assumption by the tenant in bankruptcy proceeding of leases at the Company’s properties on substantially similar terms. In the event that we determine accrued receivables are not probable of collection, lease income will be recorded on a cash basis, with the corresponding tenant receivable and straight-line rent receivable charged as a direct write-off against lease income in the period of the change in our collectability determination.
Recent Accounting Pronouncements
See Note 18 to the consolidated financial statements for information on recently adopted accounting standards and new accounting pronouncements issued.
51
NON-GAAP SUPPLEMENTAL MEASURES
Funds From Operations
Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP. We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”), of which we are a member. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.
FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income (loss).
We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.
FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•FFO does not reflect changes in, or cash requirements for, our working capital needs;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and
•Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.
52
Core FFO
If applicable, we present Core Funds From Operations (“Core FFO”) as a supplemental measure of our performance. We define Core FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Core FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Core FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Core FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use Core FFO when certain material, unplanned transactions occur as a factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use Core FFO when determining incentive compensation.
Core FFO has limitations as an analytical tool. Some of these limitations are:
•Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•Core FFO does not reflect changes in, or cash requirements for, our working capital needs;
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;
•Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
•Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Core FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Core FFO only as a supplemental measure.
53
Below is a reconciliation of net income to FFO and Core FFO available to common shareholders (in thousands, except per share amounts):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | 21,462 | $ | 4,342 | ||||||||||||||||||||||
| Adjusted for: | ||||||||||||||||||||||||||
| Depreciation and amortization of real estate assets - consolidated | 25,661 | 27,554 | ||||||||||||||||||||||||
| Depreciation and amortization of real estate assets - unconsolidated joint ventures | 2,754 | 2,996 | ||||||||||||||||||||||||
Loss on sale of joint venture property, including foreign currency effect (1) | — | 3,704 | ||||||||||||||||||||||||
| FFO | 49,877 | 38,596 | ||||||||||||||||||||||||
| Allocation of earnings to participating securities | (434) | (392) | ||||||||||||||||||||||||
FFO available to common shareholders (2) | $ | 49,443 | $ | 38,204 | ||||||||||||||||||||||
| As further adjusted for: | ||||||||||||||||||||||||||
Compensation related to voluntary retirement plan and other executive severance(3) | — | 2,418 | ||||||||||||||||||||||||
| Impact of above adjustment to the allocation of earnings to participating securities | — | (22) | ||||||||||||||||||||||||
Core FFO available to common shareholders (2) | $ | 49,443 | $ | 40,600 | ||||||||||||||||||||||
FFO available to common shareholders per share - diluted (2) | $ | 0.45 | $ | 0.38 | ||||||||||||||||||||||
Core FFO available to common shareholders per share - diluted (2) | $ | 0.45 | $ | 0.40 | ||||||||||||||||||||||
| Weighted Average Shares: | ||||||||||||||||||||||||||
| Basic weighted average common shares | 103,520 | 94,812 | ||||||||||||||||||||||||
| Effect of notional units | 802 | 288 | ||||||||||||||||||||||||
| Effect of outstanding options and restricted common shares | 736 | 717 | ||||||||||||||||||||||||
| Diluted weighted average common shares (for earnings per share computations) | 105,058 | 95,817 | ||||||||||||||||||||||||
| Exchangeable operating partnership units | 4,762 | 4,794 | ||||||||||||||||||||||||
Diluted weighted average common shares (for FFO per share computations) (2) | 109,820 | 100,611 | ||||||||||||||||||||||||
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.
(3)Includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
54
Portfolio Net Operating Income and Same Center Net Operating Income
We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on early extinguishment of debt and gains or losses on the sale of assets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.
We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.
Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.
55
Below is a reconciliation of net income to Portfolio NOI and Same Center NOI for the consolidated portfolio (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | 21,462 | $ | 4,342 | ||||||||||||||||||||||
| Adjusted to exclude: | ||||||||||||||||||||||||||
| Equity in earnings of unconsolidated joint ventures | (2,513) | (1,769) | ||||||||||||||||||||||||
| Interest expense | 11,634 | 14,362 | ||||||||||||||||||||||||
| Other (income) expense | (183) | 3,505 | ||||||||||||||||||||||||
| Depreciation and amortization | 26,243 | 28,150 | ||||||||||||||||||||||||
| Other non-property (income) expense | 172 | (400) | ||||||||||||||||||||||||
| Corporate general and administrative expenses | 15,486 | 16,770 | ||||||||||||||||||||||||
Non-cash adjustments (1) | 1,520 | 844 | ||||||||||||||||||||||||
| Lease termination fees | (2,596) | (673) | ||||||||||||||||||||||||
| Portfolio NOI - Consolidated | 71,225 | 65,131 | ||||||||||||||||||||||||
Non-same center NOI - Consolidated | 63 | (83) | ||||||||||||||||||||||||
Same Center NOI - Consolidated (2) | $ | 71,288 | $ | 65,048 | ||||||||||||||||||||||
| Portfolio NOI - Consolidated | $ | 71,225 | $ | 65,131 | ||||||||||||||||||||||
| Pro rata share of unconsolidated joint ventures | 6,904 | 6,419 | ||||||||||||||||||||||||
| Portfolio NOI - total portfolio at pro rata share | 78,129 | 71,550 | ||||||||||||||||||||||||
| Non-same center NOI - total portfolio at pro rata share | 63 | (423) | ||||||||||||||||||||||||
Same Center NOI - total portfolio at pro rata share (2) | $ | 78,192 | $ | 71,127 | ||||||||||||||||||||||
(1)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(2)Sold outlet centers excluded from Same Center NOI:
| Outlet centers sold: | |||||||||||
| Jeffersonville | January 2021 | Consolidated | |||||||||
| Saint-Sauveur, Quebec | March 2021 | Unconsolidated JV | |||||||||
56
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre
We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on early extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on early extinguishment of debt, net, casualty gains and losses, compensation related to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
•They do not reflect our interest expense;
•They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
•Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
•Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
57
Below is a reconciliation of Net Income to Adjusted EBITDA (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | 21,462 | $ | 4,342 | ||||||||||||||||||||||
| Adjusted to exclude: | ||||||||||||||||||||||||||
| Interest expense | 11,634 | 14,362 | ||||||||||||||||||||||||
| Depreciation and amortization | 26,243 | 28,150 | ||||||||||||||||||||||||
Loss on sale of joint venture property, including foreign currency effect (1) | — | 3,704 | ||||||||||||||||||||||||
Compensation related to voluntary retirement plan and other executive severance (2) | — | 2,418 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 59,339 | $ | 52,976 | ||||||||||||||||||||||
Below is a reconciliation of Net Income to EBITDAre and Adjusted EBITDAre (in thousands):
| Three months ended | ||||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||
| Net income | $ | 21,462 | $ | 4,342 | ||||||||||||||||||||||
| Adjusted to exclude: | ||||||||||||||||||||||||||
| Interest expense | 11,634 | 14,362 | ||||||||||||||||||||||||
| Depreciation and amortization | 26,243 | 28,150 | ||||||||||||||||||||||||
Loss on sale of joint venture property, including foreign currency effect (1) | — | 3,704 | ||||||||||||||||||||||||
| Pro-rata share of interest expense - unconsolidated joint ventures | 1,458 | 1,472 | ||||||||||||||||||||||||
| Pro-rata share of depreciation and amortization - unconsolidated joint ventures | 2,754 | 2,996 | ||||||||||||||||||||||||
| EBITDAre | $ | 63,551 | $ | 55,026 | ||||||||||||||||||||||
Compensation related to voluntary retirement plan and other executive officer severance (2) | — | 2,418 | ||||||||||||||||||||||||
| Adjusted EBITDAre | $ | 63,551 | $ | 57,444 | ||||||||||||||||||||||
(1)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(2)Includes compensation costs related to a voluntary retirement plan offer that required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021.
58
ECONOMIC CONDITIONS AND OUTLOOK
We are closely monitoring the impact of the COVID-19 pandemic. along with rising inflation, supply chain and labor issues, on all aspects of our business and geographies, including how it will impact our tenants and business partners. For further discussion of COVID-19, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - COVID-19 Pandemic.”
The majority of our leases contain provisions designed to mitigate the impact of inflation. Such provisions include clauses for the escalation of base rent and clauses enabling us to receive percentage rentals based on tenants’ gross sales (above predetermined levels) which generally increase as prices rise. A component of most leases includes a pro-rata share or escalating fixed contributions by the tenant for property operating expenses, including common area maintenance, real estate taxes, insurance and advertising and promotion, thereby reducing exposure to increases in costs and operating expenses resulting from inflation.
A portion of our rental revenues are derived from rents that directly depend on the sales volume of certain tenants. Accordingly, declines in these tenants’ sales would reduce the income produced by our properties. If the sales or profitability of our retail tenants decline sufficiently, whether due to a change in consumer preferences, health concerns, legislative changes that increase the cost of their operations or otherwise, such tenants may be unable to pay their existing rents as such rents would represent a higher percentage of their sales.
In addition, certain of our lease agreements include co-tenancy and/or sales-based provisions that may allow a tenant to pay reduced rent and/or terminate a lease prior to its natural expiration if we fail to maintain certain occupancy levels or retain specified named tenants, or if the tenant does not achieve certain specified sales targets. If our occupancy declines, certain outlet centers may fall below the minimum co-tenancy thresholds and could trigger many tenants' contractual ability to pay reduced rents, which in turn may negatively impact our results of operations.
Our outlet centers typically include well-known, national, brand name companies. By maintaining a broad base of well-known tenants and a geographically diverse portfolio of properties located across the United States, we believe we reduce our operating and leasing risks. No one tenant (including affiliates) accounts for more than 8% of our square feet or 7% of our rental revenues.
Due to the relatively short-term nature of our tenants’ leases, a significant portion of the leases in our portfolio come up for renewal each year. During 2022, approximately 2.1 million square feet, or 17% of the total portfolio, including our share of unconsolidated joint ventures, will come up for renewal. For the total portfolio, including the Company’s pro rata share of unconsolidated joint ventures, as of April 30, 2022, we had lease renewals executed or in process for 52.4% of the space scheduled to expire during 2022 compared to 53.6% of the space scheduled to expire during 2021 that was executed or in process as of April 30, 2021.
The current challenging retail environment has impacted our business as our operations are subject to the operating results and operating decisions of our retail tenants. We are encouraged by the recent improvement in traffic and sales trends, which in many cases are exceeding 2019 levels. Our sales per square foot for the rolling twelve months ended March 31, 2022 was near historical high levels. However, many retailers across the country are currently facing, or expect to face, potential impact of rising inflation, logistics and staffing issues. While we believe many of these retailers are proactively navigating this situation, the ultimate impact of inflation, labor and supply chain issues is unknown.
We may continue to experience pressure from current vacancies, potential additional store closures and potential rent modifications. As is typical in the retail industry, certain tenants have closed, or will close, certain stores by terminating their lease prior to its contractual expiration or as a result of filing for protection under bankruptcy laws, or may request modifications to their existing lease terms.
We believe outlet stores will continue to be a profitable and fundamental distribution channel for many brand name manufacturers. While we continue to attract and retain additional tenants, if we were unable to successfully renew or re-lease a significant amount of this space on favorable economic terms or in a timely manner, the loss in rent and our Same Center NOI could negatively impacted in 2022. As a result of COVID-19, inflation, rising interest rates, and other current or future economic conditions, occupancy could be negatively impacted in 2022. Occupancy for our total portfolio, including our share of unconsolidated joint ventures, was 94.3% and 92.0% as of March 31, 2022 and 2021, respectively.
59
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk
We are exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates.
Interest Rate Risk
We may periodically enter into certain interest rate protection and interest rate swap agreements to effectively convert existing floating rate debt to a fixed rate basis. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We currently have interest rate swap agreements to fix the interest rates on outstanding debt with notional amounts totaling $300.0 million. See Note 7 to the consolidated financial statements for additional details related to our outstanding derivatives.
As of March 31, 2022, 3% of our outstanding consolidated debt, excluding the amount of variable rate debt with interest rate protection agreements in place, had variable interest rates and therefore was subject to market fluctuations. A change in the LIBOR index of 100 basis points would result in an increase or decrease of approximately $401,000 in interest expense on an annual basis. The phase-out of LIBOR may result in additional interest rate risk and we have not yet determined an alternative benchmark rate.
The interest rate spreads associated with our unsecured lines of credit and our unsecured term loan are based on the higher of our two investment grade credit ratings. If decreases to our credit ratings occur, interest expense could increase depending upon the level of downgrade.
The information presented herein is merely an estimate and has limited predictive value. As a result, the ultimate effect upon our operating results of interest rate fluctuations will depend on the interest rate exposures that arise during the period, our hedging strategies at that time and future changes in the level of interest rates.
The estimated fair value and recorded value of our debt consisting of senior unsecured notes, unsecured term loans, secured mortgages and unsecured lines of credit were as follows (in thousands):
| March 31, 2022 | December 31, 2021 | |||||||||||||
| Fair value of debt | $ | 1,353,118 | $ | 1,445,337 | ||||||||||
| Recorded value of debt | $ | 1,396,537 | $ | 1,397,076 | ||||||||||
60
A 100 basis point increase from prevailing interest rates at March 31, 2022 and December 31, 2021 would result in a decrease in fair value of total consolidated debt of approximately $55.8 million and $66.0 million, respectively. Refer to Note 8 to the consolidated financial statements for a description of our methodology in calculating the estimated fair value of debt. Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on the disposition of the financial instruments. In addition, the COVID-19 pandemic may impact markets, rates, behavior and other estimates used in the above scenarios.
Foreign Currency Risk
We are also exposed to foreign currency risk on investments in outlet centers that are located in Canada. Our currency exposure is concentrated in the Canadian Dollar. To mitigate some of the risk related to changes in foreign currency, cash flows received from our Canadian joint ventures are either reinvested to fund ongoing Canadian development activities, if applicable, or converted to US dollars and utilized to repay amounts outstanding under our unsecured lines of credit, if any. Accordingly, cash held in Canadian Dollars at any point in time is insignificant. We generally do not hedge currency translation exposures.
Item 4. Controls and Procedures
Tanger Factory Outlet Centers, Inc. Controls and Procedures
The Company’s management carried out an evaluation, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2022. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2022. There were no changes to the Company’s internal control over financial reporting during the quarter ended March 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Tanger Properties Limited Partnership Controls and Procedures
The President and Chief Executive Officer, Stephen J. Yalof (Principal Executive Officer), and Chief Financial Officer, James F. Williams (Principal Financial Officer) of Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership, evaluated the effectiveness of the Operating Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) and concluded that, as of March 31, 2022, the Operating Partnership's disclosure controls and procedures were effective. There were no changes to the Operating Partnership’s internal control over financial reporting during the quarter ended March 31, 2022, that materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and the Operating Partnership are, from time to time, engaged in a variety of legal proceedings arising in the normal course of business. Although the results of these legal proceedings cannot be predicted with certainty, management believes that the final outcome of such proceedings will not have a material adverse effect on our results of operations or financial condition.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2021.
61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities
In May 2021, the Company’s Board of Directors authorized the repurchase of up to $80.0 million of the Company’s outstanding shares through May 31, 2023. This authorization replaced a previous repurchase authorization for approximately $80.0 million that expired in May 2021. In June 2020, we amended our debt agreements primarily to improve future covenant flexibility and such amendments included a prohibition on share repurchases for twelve months starting July 1, 2020 (the “Repurchase Covenant”). The Company temporarily suspended share repurchases for the twelve months starting July 1, 2020 and ending on June 30, 2021 in light of the repurchase covenant. On July 1, 2021, the Repurchase Covenant expired.
Repurchases may be made from time to time through open market, privately-negotiated, structured or derivative transactions (including accelerated share repurchase transactions), or other methods of acquiring shares. The Company intends to structure open market purchases to occur within pricing and volume requirements of Rule 10b-18. The Company may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization. The Company did not repurchase any shares for both the three months ended March 31, 2022 and 2021. The remaining amount authorized to be repurchased under the program as of March 31, 2022 was approximately $80.0 million.
For certain restricted common shares that vested during the three months ended March 31, 2022, we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total number of shares withheld upon vesting was 130,000 for the three months ended March 31, 2022. The total number of shares withheld was based on the value of the restricted common shares on the vesting date as determined by our closing share price on the day prior to the vesting date.
62
Item 6. Exhibits
| Exhibit Number | Exhibit Descriptions | |||||||
| 22.1* | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 31.3* | ||||||||
| 31.4* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 32.3** | ||||||||
| 32.4** | ||||||||
| 101.INS* | Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| * Filed herewith. | ||||||||
| ** Furnished herewith. | ||||||||
63
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: May 9, 2022
| TANGER FACTORY OUTLET CENTERS, INC. | |||||
| By: | /s/ James F. Williams | ||||
| James F. Williams | |||||
| Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer | |||||
| TANGER PROPERTIES LIMITED PARTNERSHIP | |||||
| By: TANGER FACTORY OUTLET CENTERS, INC., its sole general partner | |||||
| By: | /s/ James F. Williams | ||||
| James F. Williams | |||||
| Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Treasurer | |||||
64
Exhibit 31.1
I, Stephen J. Yalof, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended March 31, 2022;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2022
/s/ Stephen J. Yalof
Stephen J. Yalof
President, Chief Executive Officer
Tanger Factory Outlet Centers, Inc.
Exhibit 31.2
I, James F. Williams, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Tanger Factory Outlet Centers, Inc. for the period ended March 31, 2022;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 9, 2022
/s/ James F. Williams
James F. Williams
Executive Vice President, Chief Financial Officer and Treasurer
Tanger Factory Outlet Centers, Inc.
Exhibit 31.3
I, Stephen J. Yalof, certify that:
| 1 | I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2022; | ||||||||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||||||||
| 4 | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||||||||||
| 5 | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||||||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||||||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | ||||||||||
| Date: | May 9, 2022 | ||||||||||
| /s/ Stephen J. Yalof | |||||||||||
| Stephen J. Yalof | |||||||||||
| President, Chief Executive Officer | |||||||||||
| Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership | |||||||||||
Exhibit 31.4
I, James F. Williams, certify that:
| 1 | I have reviewed this quarterly report on Form 10-Q of Tanger Properties Limited Partnership for the period ended March 31, 2022; | ||||||||||
| 2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||||||||
| 3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||||||||
| 4 | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||||||||||
| 5 | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): | ||||||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||||||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. | ||||||||||
| Date: | May 9, 2022 | ||||||||||
| /s/ James F. Williams | |||||||||||
| James F. Williams | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
| Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership | |||||||||||
| (Principal Financial Officer) | |||||||||||
Exhibit 32.1
Certification of Chief Executive Officer
In connection with the Quarterly Report on Form 10-Q of Tanger Factory Outlet Centers, Inc. (the "Company") for the period ended March 31, 2022 (the "Report"), the undersigned, principal executive officer of the Company, hereby certifies, to such officer's knowledge, that:
(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 9, 2022 | /s/ Stephen J. Yalof | ||||||
Stephen J. Yalof President, Chief Executive Officer Tanger Factory Outlet Centers, Inc. | ||||||||
Exhibit 32.2
Certification of Chief Financial Officer
In connection with the Quarterly Report on Form 10-Q of Tanger Properties Limited Partnership (the "Operating Partnership") for the period ended March 31, 2022 (the "Report"), the undersigned, principal executive officer of the Operating Partnership's general partner, hereby certifies, to such officer's knowledge, that:
(i) the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: | May 9, 2022 | /s/ James F. Williams | ||||||
James F. Williams Executive Vice President, Chief Financial Officer and Treasurer Tanger Factory Outlet Centers, Inc. | ||||||||
Exhibit 32.3
Certification of Chief Executive Officer
In connection with the Quarterly Report on Form 10-Q of Tanger Properties Limited Partnership (the "Operating Partnership") for the period ended March 31, 2022 (the "Report"), the undersigned, principal executive officer of the Operating Partnership's general partner, hereby certifies, to such officer's knowledge, that:
(i)the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
| Date: | May 9, 2022 | /s/ Stephen J. Yalof | ||||||
| Stephen J. Yalof | ||||||||
| President, Chief Executive Officer | ||||||||
| Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership | ||||||||
Exhibit 32.4
Certification of Principal Financial Officer
In connection with the Quarterly Report on Form 10-Q of Tanger Properties Limited Partnership (the "Operating Partnership") for the period ended March 31, 2022 (the "Report"), the undersigned, principal financial officer of the Operating Partnership's general partner, hereby certifies, to such officer's knowledge, that:
(i)the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
| Date: | May 9, 2022 | /s/ James F. Williams | ||||||
| James F. Williams | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| Tanger Factory Outlet Centers, Inc., sole general partner of the Operating Partnership | ||||||||
| (Principal Financial Officer) | ||||||||